2017Annual Report Dear Fellow Stockholders,Over the past eight years, Workiva has been transforming how business data is managed, reported, and disclosed – whether it’s in massive compliance documents; complex capital market transactions; or financial, internal management, or performance reports throughout some of the most sophisticated organizations in the world.More than 70 percent of Fortune 500® companies – and thousands more organizations in 114 countries – rely on our Wdesk platform to modernize their accounting and finance functions, making static, isolated data and documents obsolete. With every new Wdesk feature that our customers embrace, they work faster, smarter, and better together. We had another breakthrough year, surpassing two important milestones in 2017: $200 million in annual revenue and 3,000 customers. We have delivered record results every year since we began, and we plan to keep delivering performance in the future. Throughout our history of sustained growth, we have been steadfast in our commitment to our customers, employees, and the communities where we live and work while building value for our stockholders. We continue to add new Wdesk users across public and private companies as well as within state and local governments and universities. We also continue to diversify our revenue sources, with 54 percent of subscription bookings in 2017 coming from non-SEC use cases, up from 25 percent in 2014. We continue to invest in improving our Wdesk platform and ecosystem to meet growing customer demand for a broader-based, enterprise-wide solution, where we see great potential for widespread adoption and long-term growth. We are encouraged by our growing number of customers with larger annual contract values, which reflects Wdesk expansion across our customers’ organizations.We are building partnerships to augment direct sales. Our advisory and service partners offer a wide range of domain and functional expertise to bring scale and support to customers and prospects. Our technology partners enable more data and process integrations to help customers connect critical transactional systems directly to Wdesk, which amplifies the power of our platform throughout enterprises.In 2017, we won 20 awards for innovation and our workplace, which is fostered by our culture of collaboration, inclusion, and mutual respect. We follow a human asset management approach that puts our employees first, listens to their voices, and responds to their needs. I am extremely proud to work with such talented and dedicated employees who help our customers streamline and automate their work, which gives our users more time to focus on what matters most: analysis, decision-making, and value creation. Our 95 percent customer satisfaction score is among the highest in any industry. Happy customers lead to high revenue retention rates, which fuel our subscription model’s predictable revenue stream.I want to thank our employees and customers who inspire us every day, and I want to thank our stockholders for continuing to believe in us. My best, Matthew Rizai Chairman and Chief Executive Officer April 24, 2018 96%revenue retention$208 millionin 2017 annual revenue>70%Fortune 500® are customersClaim not confirmed by FORTUNE or Time Inc. FORTUNE 500 is a registered trademark of Time Inc. and is used under license.FORTUNE and Time Inc. are not affiliated with, and do not endorse products or services of, Workiva Inc.All data are as of December 31, 2017Wdesk has given everyone a greater stake in the game.— David Marino, Associate Vice President and Controller, Temple UniversityWdesk has cut out hours and hours of administrative work.— Eddie Holt, SOX Compliance Manager, Dr Pepper/Snapple($ IN MILLIONS)2017$208$179$143$113$852016201520142013 EXPERIENCE201765%revenue from companies smaller than Fortune 1000®3.7Bndata elementsshared among Wdesk documentsBest Workplaces in Technology byFortune Magazine3,000+customers95%customer satisfactionLeader in the 2017 Gartner Magic Quadrant for Cloud Financial Corporate Performance ManagementWith all of Wdesk’s excellent features, it’s easy to see how a company could use the platform to streamline any sort of business process.— Rebecca Thompson, Chief Accounting Officer, AAON Inc.By improving data transparency, and keeping a data lineage, Wdesk allows users to leverage their internal data for real-time decision-making purposes.— Sidhartha Dash, Research Director, Chartis ResearchWdesk allows us to do things our way.— Rex Roberts, Senior Director of Business Process and Controls, 2U 54%non-SEC bookings in 2017The aspects of Wdesk I value most are the time savings, improved accuracy and archiving.— Andy Kim, Vice President and Director of Risk Management, Brown-Forman"Best of Breed" vendor in Chartis RiskTech Quadrants® for Audit Management, Enterprise GRC, IT Risk Management and Operational Risk ManagementCategory Leader in Chartis RiskTech Quadrant® for Model Risk Governance45CUSTOMERSNumber of larger contractsis growingAnnual contract value for each customer is calculated by annualizing the subscription and support revenue recognized during each quarter.Q1–14Q2–14Q3–14Q4–14Q1–15Q2–15Q3–15Q4-15Q1–16Q2–16Q3–16Q4–16Q1–17Q2–17Q3–17Q4–1714551867247327852911136125491445616672183852059323696250101275121302131324146Annual Contract Value >$100kAnnual Contract Value >$150k UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________
FORM 10-K
___________________________________
(Mark One)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2017
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For transition period from to
Commission File Number 001-36773
___________________________________
WORKIVA INC.
(Exact name of registrant as specified in its charter)
___________________________________
Delaware
(State or other jurisdiction of
incorporation or organization)
47-2509828
(I.R.S. Employer
Identification Number)
2900 University Blvd
Ames, IA 50010
(888) 275-3125
(Address of principal executive offices and zip code)
(888) 275-3125
(Registrant's telephone number, including area code)
___________________________________
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Class A common stock, par value $.001
Name of each exchange on which registered
New York Stock Exchange
Securities registered pursuant to section 12(g) of the Act:
None
___________________________________
Indicate by a check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes
No
No
No
Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for
such shorter period that the Registrant was required to submit and post such files). Yes
No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or
any amendment to this Form 10-K.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company,” and “emerging growth company” in Rule 12b-2
of the Exchange Act.
Large accelerated filer
Non-accelerated filer
(Do not check if a smaller reporting company)
Accelerated filer
Smaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes
The aggregate market value of voting stock held by non-affiliates of the Registrant on June 30, 2017, based on the closing price of $19.05 for
No
shares of the Registrant’s Class A common stock as reported by the New York Stock Exchange, was approximately $555.5 million. Shares of common
stock beneficially owned by each executive officer, director, and holder of more than 10% of our common stock have been excluded in that such persons
may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.
As of February 20, 2018, there were approximately 32,364,250 shares of the registrant's Class A common stock and 10,203,371 shares of the
registrant's Class B common stock outstanding.
Information required in response to Part III of Form 10-K (Items 10, 11, 12, 13 and 14) is hereby incorporated by reference to portions of the
Registrant’s Proxy Statement for the Annual Meeting of Stockholders to be held in 2018. The Proxy Statement will be filed by the Registrant with the
Securities and Exchange Commission no later than 120 days after the end of the Registrant’s fiscal year ended December 31, 2017.
DOCUMENTS INCORPORATED BY REFERENCE
WORKIVA INC.
FORM 10-K
For the Year Ended December 31, 2017
TABLE OF CONTENTS
Part I
Item 1.
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.
Part II
Item 5.
Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.
Part III
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
Part IV
Item 15.
Business .............................................................................................................................................
Risk Factors .......................................................................................................................................
Unresolved Staff Comments ..............................................................................................................
Properties ...........................................................................................................................................
Legal Proceedings..............................................................................................................................
Mine Safety Disclosures ....................................................................................................................
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities ................................................................................................................................
Selected Consolidated Financial Data ...............................................................................................
Management’s Discussion and Analysis of Financial Condition and Results of Operations ............
Quantitative and Qualitative Disclosure About Market Risk ............................................................
Financial Statements and Supplementary Data..................................................................................
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure ............
Page
1
20
46
46
46
46
47
50
52
69
71
105
Controls and Procedures ....................................................................................................................
105
Other Information ..............................................................................................................................
106
Directors, Executive Officers and Corporate Governance.................................................................
108
Executive Compensation ...................................................................................................................
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters ...............................................................................................................................................
Certain Relationships and Related Transactions and Director Independence ...................................
110
110
110
Principal Accounting Fees and Services ............................................................................................
110
Exhibits and Financial Statement Schedules .....................................................................................
111
SIGNATURES .......................................................................................................................................................
S-1
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements in this Annual Report on Form 10-K are “forward-looking statements” within
the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and are subject to the safe
harbor created thereby. All statements contained in this Annual Report on Form 10-K other than statements
of historical facts, including statements regarding our future results of operations and financial position, our
business strategy and plans and our objectives for future operations, are forward-looking statements. The
words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect” and similar
expressions are intended to identify forward-looking statements. We have based these forward-looking
statements largely on our current expectations and projections about future events and financial trends that
we believe may affect our financial condition, results of operations, business strategy, short-term and long-
term business operations and objectives, and financial needs. These forward-looking statements are subject
to a number of risks, uncertainties and assumptions, including those described in “Item 1A. Risk Factors.”
Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time
to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors
on our business or the extent to which any factor, or combination of factors, may cause actual results to differ
materially from those contained in any forward-looking statements we may make. In light of these risks,
uncertainties and assumptions, the future events and trends discussed in this Annual Report on Form 10-K
may not occur and actual results could differ materially and adversely from those anticipated or implied in
the forward-looking statements.
Although we believe that the expectations reflected in the forward-looking statements are reasonable,
we cannot guarantee future results, levels of activity, performance, achievements or events and circumstances
reflected in the forward-looking statements will occur. We are under no duty to update any of these forward-
looking statements after completion of this Annual Report on Form 10-K to conform these statements to
actual results or revised expectations.
Part I.
Item 1. Business
Overview
Workiva provides Wdesk, an intuitive cloud platform that modernizes how customers work with
business data at thousands of organizations. Wdesk is built on a data management engine, offering controlled
collaboration, data connections, granular permissions and a full audit trail. Wdesk helps mitigate risk,
improves productivity and gives users confidence in their data-driven decisions. As of December 31, 2017,
3,063 enterprises, including more than 70% of Fortune 500® companies, subscribed to our platform.
Many organizations throughout the world are required to report business data to a variety of
regulators, boards and other stakeholders. However, these organizations often struggle to produce accurate
and consistent information and reports because their ever-expanding volume of business data is typically
spread across hundreds of different sources and stored in incompatible formats. While many enterprises
maintain data in a structured enterprise resource planning (ERP) system, International Data Corporation
estimates that more than 90% of the data businesses create is “unstructured,” which is defined as unorganized
data that resides outside the realm of the ERP.
Legacy processes and disconnected software technologies are inefficient at helping users find,
understand and report critical and relevant information on a timely basis. Organizations often rely on
cumbersome manual processes, large teams, third-party consultants and a variety of point solutions, such as
disconnected word-processing documents and spreadsheets, general-purpose collaboration software and
email. Exacerbating these challenges is the continued growth in size and complexity of many enterprises,
with employees and data spread around the world. The stakes for enterprises are high: reporting incorrect,
incomplete or untimely information increases the risks of poor decision-making, legal liability, reputational
damage and a weakened competitive position.
By addressing these challenges, Wdesk is changing the way people work. Our scalable, enterprise-
grade data engine enables users to collect, aggregate and manage their unstructured and structured data in
Wdesk. Numbers, narrative, charts and graphics can be linked inside Wdesk, which becomes an organization’s
central repository for critical data or “single source of truth.” With linked data and a full audit trail, managers
can trust that Wdesk spreadsheets, word documents, presentations, dashboards and reports are up-to-date
and consistent, reducing the risk of reporting incorrect data or taking action based on erroneous information.
In September 2017, we began offering our customers the ability to connect Wdesk with data in more
than 100 cloud and on-premise applications. Integrating enterprise business systems with Wdesk enables
customers to connect the datasets they need directly to a central hub of trusted data, with powerful linking,
auditability and control features. Wdesk users can combine narrative with their data, which further improves
a wide range of financial, regulatory and performance management functions.
With Wdesk serving as a single system of record for critical business data, our customers have more
time to perform value-added work by eliminating repetitive, manual and time-consuming tasks imposed by
legacy software. Technology features people have come to expect as consumers – speed, access and sharing
– are available at work with Wdesk, thereby enabling our customers to become more efficient and flexible,
which we believe leads to greater job satisfaction, employee retention and career opportunities.
Coworkers using Wdesk can create, review and publish data-linked documents and reports with
greater control, consistency, accuracy and productivity than ever before. Wdesk enables people to collaborate
in the same document at the same time, which improves efficiency and version control. Wdesk is flexible
and scalable, so users can easily adapt it to define, automate and change their business processes in real time,
which helps our users streamline and modernize legacy processes and methods.
1
With data linking in Wdesk, changes are automatically updated in all linked instances – including
numbers, text, charts and graphics – throughout a customer’s spreadsheets, word-processing documents,
presentation decks and dashboards in our platform. Linking enables data consistency and ensures that
collaborators are working with the most current data, which reduces operational costs related to tedious
ticking and tying and gives our customers peace of mind that their data and reports are accurate and up-to-
date.
Wdesk provides accountability and transparency through a detailed audit trail that tracks every
change made by every user over time. A complete record of data provenance and all changes helps our
customers mitigate risk, gain insights and make better, data-driven decisions.
With permission controls in Wdesk, administrators can manage access at all levels – down to an
individual data point – for each user to create, review and edit data and documents that relate directly to
them. This control feature also enables users to grant access to their external auditors, outside counsel and
other consultants, which streamlines the review process and reduces expenses.
Wdesk allows users to work anytime from anywhere with an internet connection, enabling them to:
• Create trusted datasets that are linked and aggregated throughout Wdesk documents,
spreadsheets, presentations, dashboards and reports.
• Control access to datasets, reports and workflows throughout the organization and with
external stakeholders.
• Connect Wdesk with data in more than 100 cloud, hosted and on-premise applications.
•
Integrate enterprise business systems with Wdesk to directly connect datasets to a central
hub of trusted data, with powerful linking, auditability and control features.
• Combine narrative with data, further improving a wide range of financial, regulatory and
corporate performance management functions.
• Collaborate among thousands of users in the same document at the same time in a secure,
cloud-based platform.
• Streamline and automate business processes, saving time and resources.
• Present critical data and reports to internal and external stakeholders.
• Gain insights with improved transparency of data provenance and collaborators’ changes.
• Decide with confidence based on trusted data and reports.
Wdesk Technology
Our technology is enterprise grade and developed to perform at scale. Wdesk utilizes Google Cloud
Platform and Amazon Web Services, which enable us to scale our compute and storage capacity on demand.
We can deploy incremental changes to our customers on a daily basis by employing a continuous delivery
process supported by Agile software development methodologies and a proprietary quality assurance process.
As a result, all of our customers access the latest version of our platform, and upgrades are applied with
minimal disruption to ongoing operations. In addition, in order to keep our customers’ data secure, we have
developed advanced data security protocols that augment the standard security of the Google and Amazon
cloud services. Our architecture has scalability for global enterprises, as well as advantages in reliability and
cloud delivery.
2
Platform Milestones
In March 2010, we released our first software solution, which focused on streamlining reporting to
the SEC. SEC filings, such as Form 10-K, Form 10-Q and proxy statements, are lengthy and complex
documents that require significant collaboration across multiple business functions and external constituents,
including auditors and lawyers. Our SEC solution enables customers to automate and improve their regulatory
filing process.
In March 2013, we launched our Wdesk platform to respond to the growing demand from our
customers to use Wdesk for work beyond SEC reporting. We have continued to add solutions to the Wdesk
platform over time by identifying markets where Wdesk can address a wide range of critical business
challenges for our customers. We employ a rigorous process to validate and prioritize new markets based
on the number of customers that could benefit from a new solution and our assessment of Wdesk’s ability
to address that challenge.
In September 2016, we released enhancements to Wdesk that included: new capabilities to our
spreadsheets, making them one of the largest and fastest spreadsheet applications in the cloud; more powerful,
dynamic dashboards; advanced testing and workflow capabilities and expanded data relationships for SOX
and internal control teams.
In July 2017, we began offering our customers the ability to connect Wdesk with more than 100
cloud and on-premise applications. Integrating enterprise business systems with Wdesk enables customers
to directly connect the datasets they need into a central hub of trusted data, with powerful linking, auditability
and control features.
Markets and Use Cases
Although our Wdesk platform is used for hundreds of different use cases across public and private
companies, state and local governments and universities, we are currently focusing our sales and marketing
resources in four areas:
• Finance and accounting, including:
SEC (including Section 16 and Forms 10-K, 10-Q, 8-K, N-4, N-6 and Form S-1
and related IPO readiness); Canada’s System for Electronic Document Analysis and
Retrieval (SEDAR); eXtensible Business Reporting Language (XBRL) for both
GAAP and International Financial Reporting Standards (IFRS) taxonomies; Inline
XBRL; investor relations including earnings call scripts and press releases; data
collection for financial footnotes; statutory reporting; Financial Planning and
Analysis (FP&A); Comprehensive Annual Financial Report (CAFR) and budgeting
for state and local governments; financial reporting and planning for universities;
Global Reporting Initiative (GRI); capital markets transactions; and investment
company compliance.
• Audit and internal controls, including:
Sarbanes-Oxley Act (SOX), SOX certifications, internal controls over financial
reporting (ICFR), evidence management, testing, Model Audit Rule (MAR-SOX),
audit management, dashboards, audit risk assessments, planning, legal compliance,
policies and procedures and issues management.
• Risk and compliance, including:
Enterprise Risk Management, risk assessments, risk framework, board reporting
and a wide range of regulatory reporting, such as Own Risk Solvency Assessment
3
(ORSA), Solvency II, Resolution and Recovery Plans (RRP), Comprehensive
Capital Analysis and Review (CCAR), and Dodd-Frank Stress Testing (DFAST).
• Management and performance reporting, including:
Board, Board committee and quarterly reporting, C-Suite reporting, strategic
business plans, monthly management reports, managing and tracking key
performance indicators (KPIs), budget and planning, data collection for sales,
performance reporting and employee benefit financial statements.
Our success in delivering multiple solutions has created demand from our customers for a broader-
based, enterprise-wide Wdesk platform. In response, we have been improving our technology and realigning
sales and marketing to capitalize on our growing enterprise-wide opportunities.
Sales and Marketing
We distribute our software and services through field sales, inside sales, and partnership channels.
We focus on a “land-and-expand” strategy to acquire new customers and expand our existing customer
relationships. We reallocated our sales and marketing resources in 2017 to simplify our account management
model and create stronger relationships with our customers through improved coverage.
In 2017, we continued to add more partners. Our advisory and service partners offer a wider range
of domain and functional expertise that broadens the capabilities of Wdesk, bringing scale and support to
customers and prospects. Our technology partners enable more data and process integrations to help customers
connect critical transactional systems directly to Wdesk, which becomes a central repository of trusted data,
with powerful linking, auditability and control features.
Our customer success and professional services teams help our account managers build our existing
customer relationships by providing advice on best practices that enable users to harness the full power of
our Wdesk platform. We believe our sales strategies position us to build relationships over time as we add
new users and solutions and expand our platform across organizations.
Many of the largest and most demanding enterprises in the world are our customers. We have a
broadly diversified customer base; our largest customer represented less than 1% of our revenue in 2017.
We believe that we have exceptional customer satisfaction, as evidenced by our subscription and support
revenue retention rate of 96.0% (excluding add-on seats) as of December 2017. Our subscription and support
revenue retention rate including add-ons was 107.6% at the December 2017 measurement date.
We have experienced high revenue growth since the release of our first solution in March 2010. Our
revenue increased from $14.9 million in 2011 to $207.9 million in 2017, representing a 55% compound
annual growth rate. We incurred a net loss of $43.4 million in 2015, $44.0 million in 2016 and $44.4 million
in 2017. Approximately 81% of our revenue in 2017 was derived from subscription and support fees, with
the remainder from professional services.
4
Our Industry
Industry Trends are Driving a Fundamental Shift in How Enterprises Collect, Manage, Report and
Analyze Critical Business Data.
Data is Widespread and Disconnected. Enterprise data is typically spread across hundreds of different
sources and stored in incompatible formats. While many enterprises maintain data in a structured enterprise
resource planning (ERP) system, International Data Corporation estimates that more than 90% of the data
businesses create is “unstructured,” which is defined as unorganized data that resides outside the realm of
the ERP. Organizations often struggle with creating efficient and trusted solutions to harness this data in
ways that can support decision-making.
Regulatory Requirements are Continually Changing. Legislation, such as the Sarbanes-Oxley Act
and the Dodd-Frank Act, and related regulations continue to drive complex reporting mandates. SOX requires
public company CEOs and CFOs to individually certify that their annual and quarterly financial reports are
accurate and complete and to assess the effectiveness of their internal controls over financial reporting.
Increased scrutiny from the Public Company Accounting Oversight Board (PCAOB) on audits of
management’s assessment of internal controls – and the transition in the framework used for assessing internal
controls – is driving public companies to find more efficient and accurate solutions for SOX compliance.
Charged with implementing these legislative mandates and others, governmental agencies such as
the SEC, the Canadian Securities Administrators, the Federal Reserve System, the Federal Deposit Insurance
Corporation, the U.S. Department of Energy and the U.S. Environmental Protection Agency, continue to
issue and change regulations that affect existing reporting requirements. Regulators are also implementing
new, industry-specific reporting requirements. For example, in recent years insurance companies have been
required to produce reports for Own Risk Solvency Assessment (ORSA) and Model Audit Rule, often referred
to as MAR-SOX because of its similarity to SOX compliance.
Use of Machine-Readable Data Is Growing. Regulators are demanding greater use of structured,
machine-readable data in companies’ reports. For example, the SEC requires that public companies include
“structured financial data” in filed annual and quarterly reports so that an investor can automate extraction of
the data the instant it is filed and compare it to performance in past years, information from other companies
and industry averages. The SEC implemented its structured data mandate by requiring companies to tag the
data in their financial statements using XBRL, which is a royalty-free, international standard designed
specifically for digital reporting of financial, performance, risk and compliance information. XBRL provides
a unique, machine-readable tag for individual disclosures within business reports. Use of XBRL enables
government agencies to automate screening and analysis of filed documents. For example, the SEC Division
of Enforcement has integrated the analysis of XBRL data into its investigative processes. In June 2016, the
SEC began allowing public companies to submit financial statements using Inline XBRL, a standard that
embeds XBRL in the financial statements, thus eliminating the need to file two documents.
We expect the use of non-proprietary data standards, such as XBRL, in the United States to continue
to grow. For example, in May 2017, after a two-year pilot program, U.S. federal agencies began complying
with Digital Accountability and Transparency Act of 2014 (DATA Act) requirement to file electronic federal
spending reports using a non-proprietary open data standard. The U.S. Treasury Department and the White
House Office of Management and Budget (OMB) selected XBRL as the non-proprietary data standard to
help increase accountability over how federal funds are spent. In addition, Treasury and OMB are required
to decide in 2018 whether to require recipients of federal contracts and grants to submit reports to the agencies
using XBRL.
We also expect the use of machine-readable data to grow outside the United States, as
securities regulators, stock exchanges and taxing authorities in several countries (such as Australia, Brazil,
5
Canada, China, Denmark, Finland, Germany, India, Israel, Japan, the Netherlands, Singapore, South Korea,
Spain and the United Kingdom) already require the filing of XBRL data. The European Securities and Market
Authority (ESMA) announced in December 2016 that, beginning January 1, 2020, issuers in the European
Union must report their company information to national securities regulators using Inline XBRL. Starting
December 15, 2017, all Foreign Private Issuers (FPIs) that file financial statements with the SEC prepared
in accordance with International Financial Reporting Standards must submit XBRL financial data for fiscal
periods ending on or after December 15, 2017. In comparison, U.S. companies reporting under U.S. GAAP
have been required to file XBRL financial data since 2009.
Management Oversight is Increasing. Enterprises are under increasing pressure to report a growing
amount of information to internal management teams, boards of directors, internal and external auditors and
other stakeholders. We believe that data needs to be collected, reported and analyzed more rapidly than ever
before. Management teams are increasingly focused on leveraging data to support critical decisions. At the
same time, boards of directors are pressing organizations to improve transparency in order to better fulfill
their fiduciary duties.
Workforces are Becoming More Geographically Disbursed. Market dynamics and the globalization
of enterprises have changed where people work and how they work together. Organizations are becoming
increasingly global, with employees geographically distributed to support strategic and business needs.
Workforce flexibility initiatives have resulted in more employees working remotely, which has increased
the demand for cloud-based enterprise software.
Consumerization of Enterprise IT. Technical advancements in smart phones, tablets and wireless
networks have enabled the proliferation of mobile devices across the enterprise. Enterprise cloud-based
solutions are becoming increasingly common and are enabling employees to work from anywhere with an
internet connection, often from a mobile device. The rapid advancement of consumer applications,
particularly social media, has raised expectations for enterprise technology as employees expect their
workplace technology to achieve the same level of functionality, performance and ease of use as the consumer
technologies that permeate their daily lives.
Legacy Business Processes and Solutions Are Insufficient for Meeting the Requirements of Modern
Enterprises.
For many enterprises, the process of compiling, reporting and analyzing critical data has been manual,
repetitive and error-prone. Large enterprises often employ hundreds or even thousands of people to manually
collect data with unencrypted emails and create and update rolling versions of draft documents and
disconnected spreadsheets. Modern enterprises require a level of collaboration, security and control that we
believe outdated business software and point solutions do not deliver. Shortcomings of legacy business
processes and solutions include the following:
Access to resources is restricted. Traditional solutions require employees to be physically present
at, or remotely logged into, a machine with the required technology and access permissions. Enterprise
remote networks can be plagued by connection and performance challenges. These impediments restrict
productivity as employees attempt to complete work at home and while traveling and often lead to unapproved
workarounds that may expose sensitive data.
Collaboration is inefficient and risky. Traditional office software requires one person to work on
one version of a presentation or report at one time. This rigidity creates challenges as concurrent versions
lead to a tedious and time-consuming reconciliation process. Collaboration requires opening and closing,
saving and sending, and communicating outside the document rather than inside the document, all of which
adds time to document creation and risk to document integrity.
6
Workflows are rigid and serial. Workflows for presentation and report production operate as a series
of dependent events, with workers being unable to advance sections they are responsible for while waiting
for their turn in the document-production process. Any section completed out of order risks data integrity
and has the potential to lengthen – rather than reduce – production timelines. Unanticipated events at any
step in the workflow may slow down the entire process.
Dataset creation is highly manual. Traditional dataset creation relies on ad-hoc processes and loosely
defined protocols to consolidate a patchwork of disparate data sources with different owners and storage
locations across the enterprise. Enterprise databases are typically controlled by IT personnel, requiring
additional resources and time to query, access and manipulate data. Compiling the same dataset in future
periods often requires the same amount of time as the initial effort as enterprises are unable to leverage prior
work to roll forward datasets.
Edits are error prone and lack audit trails. Traditional software does not permit linking references
to a single source, so when a change is made it does not flow throughout the document or related documents.
The integrity of a group of related presentations and reports is at risk every time a number is edited, and
worker productivity is lost in a cycle of implementing edits and reviewing for errors. Traditional solutions
do not offer visibility into data provenance or the lineage of changes to a document. Audit trails often consist
of unsatisfactory solutions, such as tracked changes, which can be turned off; in-line comments, which are
cumbersome to manage; and rolling versions, which lead to inefficient workflows and reconciliation.
Control is limited. With legacy software, multiple versions of a spreadsheet, presentation or report
may be stored in numerous locations across an enterprise, making it difficult to control who can review and
edit, and even more difficult to adjust these roles as the creation process evolves.
Wdesk Platform Features
Our Wdesk platform enables enterprises and their employees to modernize inefficient business data
processes, thereby reducing risk, improving productivity and giving them more confidence in their data-
driven decisions.
Integrated Platform of Software Applications Built on a Data Management Engine. Wdesk comprises
proprietary word processing, spreadsheet, presentation and dashboard applications that are integrated and
built on a data management engine, offering synchronized data, controlled collaboration, granular
permissions and a full audit trail.
Controlled Collaboration. Our familiar, intuitive platform enables co-workers to collaborate within
the same Wdesk document, spreadsheet, presentation or report at the same time from any location with
internet access.
Data Consistency with Narrative and Numbers. With data linking in Wdesk, any change is
automatically updated in all linked instances – including numbers, text, charts and graphics – throughout a
customer’s spreadsheets, word-processing documents, presentation decks and dashboards in the Wdesk
platform. Linking enables customers to trust their data, which reduces operational costs related to tedious
ticking and tying. Wdesk also gives users the ability to combine narrative with their data, which further
improves a wide range of financial, regulatory and corporate performance management functions.
Version Control. Wdesk enables coworkers to create, review and publish data-linked documents and
reports in a single, secure cloud platform. Wdesk ensures that collaborators are working on the most current
and accurate version and eliminates numerous, often conflicting versions of documents and emails that can
be problematic with outdated legacy software.
Data Integrations. Our scalable, enterprise-grade data engine enables users to collect, aggregate and
manage their unstructured and structured data in Wdesk. Furthermore, Wdesk enables data connections with
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more than 100 cloud and on-premise applications. Integrating enterprise business systems with Wdesk
enables customers to directly connect the datasets they need into a central hub of trusted data, with powerful
linking, auditability and control features. With Wdesk serving as a single system of record for critical business
data, our customers can have more time to perform value-added work by eliminating repetitive, manual
administrative tasks imposed by archaic, legacy software.
Permissions and Security. With Wdesk permissions features, administrators can control access at
all levels, down to an individual data point, for each user to create, edit, comment and review data and
documents that relate directly to them. This control feature also enables users to grant access to their external
auditors, outside counsel and other consultants, which streamlines the review process and reduces expenses.
Full Audit Trail. Wdesk provides accountability and transparency through a detailed audit trail that
tracks every change made by every user over time. A complete record of data provenance and all changes
helps our customers mitigate risk, gain insights and make better, data-driven decisions.
Tasking, Workflow and Certifications. Users can assign and respond to tasks as well as request,
review and approve documentation within Wdesk. A configurable, step-by-step workflow function helps
team members and approvers streamline their processes. Our platform also provides a certification function
that allows any Wdesk viewer to attest to the accuracy and completeness of documents and reports and allows
administrators to monitor the process with customizable dashboards.
Digital Paper Trail for SOX and Internal Controls. Internal audit and SOX compliance teams use
the Evidence Management feature in Wdesk to digitally embed and annotate evidence in work papers with
a complete audit trail, which helps our customers and their auditors better identify, assess and mitigate risks.
Consumer Product Features at Work. The technology features people have come to expect in their
personal lives – speed, access and sharing – are available at work with Wdesk in a familiar interface, which
we believe improves productivity and increases employee satisfaction.
Trusted Ecosystem for Critical Business Data. Our platform captures a complete history of a
document’s lineage, from the most granular edit to a spreadsheet cell formula to key document milestones.
At the same time, Wdesk gives document owners the ability to manage document permissions down to a
single section of a document or a single cell of a spreadsheet. The ability to control access and user permissions
with this level of granularity enables document owners to respond to evolutions in team composition and
collaboration requirements. Ultimately, these robust audit and access control capabilities create transparency,
accountability, integrity and confidence in the data-creation and report-generation workflows.
Enterprise Grade and Built for Scale. Our cloud platform allows our customers to implement and
rapidly scale users and solutions, often within days, without the need to install and maintain costly
infrastructure hardware and software necessary for on-premise deployments.
Secure Architecture. In addition to the physical, operational and infrastructure security protections
provided by our technology partners – Google Cloud Platform and Amazon Web Services – we work to
protect our customers’ data using enterprise-grade security measures. These measures include static and
dynamic multi-factor authentication methods, strong encryption in-transit and at-rest and the adoption of
aggressive web technologies, such as HTTP Strict Transport Security and Content Security Policies, to protect
customers from the most common threat vectors. Secure coding practices are enforced through pre-production
vulnerability scanning. In addition, Wdesk undergoes multiple security assessments each year by our
customers and independent security firms.
Ability to Dynamically Define and Change Business Processes. Wdesk frees users from the confines
of traditional business processes by allowing them to dynamically define processes on-demand to support
evolving business needs. Wdesk enables multiple users to work in concert, allowing teams to redefine
workflows and business processes without the traditional limitations posed by disconnected, legacy software
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systems. Users can make progress on individual sections at the same time and adapt the workflow as needed
to create documents, spreadsheets, presentations and reports. At the same time, managers gain an added level
of insight into organizational dependencies, enabling them to reassign workflow and resources to further
increase efficiency and reduce operational costs.
Wdesk Platform Benefits
Public and private companies across a wide range of industries, as well as state and local governments
and universities, use Wdesk to help coworkers simultaneously create, review and publish data-linked
documents and reports with greater control, accuracy and productivity. Wdesk provides accountability and
transparency through a detailed audit trail that tracks every change made by every user over time. A complete
record of data provenance and all changes helps our customers mitigate risk, gain insights and make better,
data-driven decisions. A wide range of people in numerous departments across our customers’ organizations
can benefit from using Wdesk.
Benefits to Decision-Makers
Reduces Risk. Numbers, narrative, charts and graphics can be linked inside Wdesk, which becomes
an organization’s central repository for critical data or “single source of truth.” With linked data and a full
audit trail, managers can trust that Wdesk spreadsheets, word documents, presentations, dashboards and
reports are up-to-date and consistent, reducing the risk of reporting incorrect data or taking action based on
erroneous information. In addition, Wdesk ensures that presentations and reports are published using the
most recent business rules, formats and XBRL protocols where applicable.
Improves Data Transparency. Wdesk provides accountability and transparency through a detailed
audit trail that tracks every change made by every user over time. Decision-makers benefit from the ability
to drill down into each discrete data point, which increases data transparency, accountability and trust that
critical business data across an organization is verified and accurate. A complete record of data provenance
and all changes helps our customers mitigate risk, gain insights and make better, data-driven decisions.
Saves Time. Many presentations and reports that are created by using outdated, legacy software are
burdened by manual, repetitive processes associated with collecting data, compiling and standardizing inputs
across teams and incorporating numerous reviews, comments and revisions. Within the Wdesk platform,
documents, narrative, data and graphics remain linked in a single version – along with embedded tasks,
comments and supporting documentation – which reduces or completely eliminates repetitive, manual tasks,
giving teams more time for analysis and other value-added work.
Streamlines Reviews. With Wdesk permission controls, administrators can control access at all levels,
down to an individual data point, for each user to create, review and edit data and documents that relate
directly to them. This control feature also enables users to grant access to their external auditors, outside
counsel, and other consultants, which streamlines the review process and reduces expenses.
Enables Quicker Decision-Making. Wdesk is an intuitive, cloud platform for data consistency and
control. Through data linking and a full audit trail, decision-makers who use Wdesk know that they are
working on the most current and accurate version, which helps our customers make quicker and better-
informed decisions.
Benefits to End Users
Ubiquitous Access. Users can access our Wdesk platform through a secure, web-based interface and
through our mobile application any time and anywhere an internet connection is available. By providing
flexible access to Wdesk, end users can be productive from wherever they choose to work.
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Faster Time to Value. The Wdesk interface is familiar and intuitive so it can be easily deployed in
days or weeks, enabling new users to make quick improvements to business data processes.
Better Collaboration. Our platform enables collaborators to draft and edit original work, assign and
respond to tasks, make and resolve comments, track progress and certify sign-offs within the same document,
spreadsheet, presentation or report at the same time from any location with internet access.
Higher Job Satisfaction. Wdesk helps end users reduce or completely eliminate repetitive, manual
and time-consuming functions, thereby becoming more efficient and flexible, which we believe leads to
greater job satisfaction, employee retention, cross-role training and career opportunities.
Transferable Job Skills. The ability to work in Wdesk is increasingly being recognized as a
transferable skill set desired by accounting, finance, compliance and operations teams. Wdesk proficiency
often appears in our end users’ resumes and becomes an attractive consideration in promotions within an
organization or by recruiters looking for professionals with advanced skills.
Growth Strategy
We continue to add new Wdesk customers as well as add seats at existing customers for a wide range
of use cases at public and private companies, state and local governments and universities. In addition,
customer demand for a broader-based, enterprise-wide Wdesk platform continues to expand as we improve
Wdesk features and capabilities and build our ecosystem of customers and partners. Key elements of our
growth strategy include:
Expand Across Enterprises. Our success in delivering multiple solutions has created demand from
customers for a broader-based, enterprise-wide Wdesk platform. In response, we have been improving our
technology and realigning sales and marketing to capitalize on our growing enterprise-wide opportunities.
We believe expansion across enterprises will add seats and revenue and continue to support our high revenue
retention rates. However, we expect that enterprise-wide deals will be larger and more complex, which tends
to lengthen the sales cycle.
Generate Growth From Existing Customers. Wdesk can exhibit a powerful network effect within
an enterprise, meaning that the usefulness of our platform attracts additional users and more data. As more
employees in an enterprise use Wdesk, additional opportunities for collaboration and automation drive
demand among their colleagues for add-on seats. Expansion within current customers includes adding users
for both existing solutions and new use cases.
Pursue New Customers. Our first software solution enabled customers to streamline and automate
their SEC regulatory filing process. In 2013, we began expanding into additional markets that were faced
with managing large, complex processes with many contributors and disparate sets of business data. We now
sell to new customers in the areas of finance and accounting, risk and compliance, audit and internal controls
and performance and management reporting. We intend to continue to build our sales and marketing
organization and leverage our brand equity to attract new customers.
Expand our Ecosystem. We continue to expand our ecosystem of partners, including Business Process
Outsourcing and managed service firms, global consultancies providing an array of accounting and advisory
services, system integrators, large and and mid-sized Independent Software Vendors (ISV) and IT service
providers. Our advisory and service partners offer a wider range of domain and functional expertise that
broadens the capabilities of Wdesk, bringing scale and support to customers and prospects. Our technology
partners enable more data and process integrations to help customers connect critical transactional systems
directly to Wdesk, which becomes a central repository of trusted data, with powerful linking, auditability
and control features.
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Target the “Last Mile of Reporting” Market. Many organizations struggle to produce accurate and
consistent data and reports because their business data is typically spread across hundreds of different sources
and stored in incompatible formats. Wdesk users can collect, aggregate and manage their unstructured and
structured data in an integrated environment. Numbers, narrative, charts and graphics can be linked inside
Wdesk, which becomes an organization’s central repository for critical business data. With consistent data
and a full audit trail, managers can reduce the risk of reporting incorrect data or taking action based on
erroneous information. Wdesk improves accuracy, transparency and supports better data-driven decisions.
Offer More Solutions. We intend to introduce new solutions to continue to meet growing demand
for our Wdesk platform. Our close and trusted relationships with our customers are a source for new use
cases, features and solutions. We have a disciplined process for tracking, developing and releasing new
solutions that are designed to have immediate, broad applicability; a strong value proposition and a high
return on investment for both Workiva and our customers. Our advance planning team assesses customer
needs, conducts industry-based research and defines new markets. This vetting process involves our sales,
product marketing, customer success, professional services, research and development, finance and senior
management teams.
Expand Our International Footprint. For the year ended December 31, 2017, we generated
approximately 92% of our revenue in the United States. However, the growth drivers for our solution are
similar in other parts of the world, including the need to reduce errors and risk, improve efficiency and
respond to complex regulatory requirements. For example, European public companies are subject to
regulation similar to SOX, and all Foreign Private Issuers (FPIs) that file financial statements with the SEC
prepared in accordance with International Financial Reporting Standards (IFRS) must submit their filings
with XBRL tagging for fiscal periods ending on or after December 15, 2017. Accordingly, we plan to continue
to increase our sales and marketing presence in Europe.
Continue to Innovate. We believe we are the first technology company to build an integrated platform
on a data management engine that provides a secure ecosystem to manage structured and unstructured
business data that spans data integrations, data collection and linking, controlled collaboration, process
management, streamlined reporting and data-driven decision-making. Our research and development efforts
are focused on improving the Wdesk platform for broad use across all of our solutions and use cases. Our
development teams deploy incremental changes to our platform for our customers several times each week.
We employ a continuous delivery process supported by Agile software development methodologies and a
proprietary quality assurance process.
Our Wdesk Data Platform powers one of the largest and fastest spreadsheet applications in the cloud
and improves data relationships for SOX and internal control teams. Our Data Platform offers dynamic
dashboards, automates reporting and supports advanced testing and configurable, step-by-step workflows.
We plan to continue to provide Wdesk users with even more effective ways to capture, store and connect
data and to manage workflow, dashboards, presentations and reports.
Growth in Non-SEC Use Cases. We believe we have just begun to scratch the surface of several
large and growing markets outside of SEC reporting, and therefore, we are continuing to invest in software
development, sales and marketing to help Workiva grow. For example, we continue to sell Wdesk for regulated
risk, Enterprise Risk Management, audit management, SOX and internal controls, capital markets
transactions, and performance and management reporting – where we continue to see substantial opportunities
for expansion.
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Wdesk Platform Use Cases
Our Wdesk platform enables customers to collect, link, manage, report and analyze critical business
data for a wide range of use cases across public and private companies, state and local governments and
universities. In addition, customer demand for a broader-based, enterprise-wide Wdesk platform continues
to expand as we improve Wdesk features and capabilities and grow our ecosystem of partners. Our advisory
and service partners offer a wider range of domain and functional expertise that broadens the capabilities of
Wdesk, bringing scale and support to customers and prospects. Our technology partners enable more data
and process integrations to help customers connect critical transactional systems directly to Wdesk, which
becomes a central repository of trusted data, with powerful linking, auditability and control features.
Although Wdesk is used for hundreds of different use cases, we currently focus our sales and
marketing resources on four areas:
Finance and Accounting
In the finance and accounting market, we sell Wdesk to public and private companies, state and
local governments and universities that use our platform to improve business data processes and create a
wide range of documents, spreadsheets, presentations and reports for management, investors, boards,
regulators, auditors and other stakeholders.
SEC Reporting. We developed Wdesk to give customers control over the entire SEC reporting
process, from data collection to drafting to embedding supporting documentation to the actual filing with
XBRL. Our SEC reporting solution allows our customers to prepare and file all major SEC reports, such as
Form 10-K, Form 10-Q and Form 8-K, as well as Form S-1 and other registration statements, proxy statements
and Section 16 reports. Features tailored to the SEC reporting process include the capability to concurrently
create reports in the HTML format required for filing on the SEC’s Electronic Data Gathering, Analysis and
Retrieval (EDGAR) system and the ability to perform XBRL tagging as well as to submit SEC reports with
Inline XBRL. Canadian issuers can use Wdesk to draft and file reports on SEDAR. Wdesk also enables
customers to create earnings press releases, earnings call scripts, presentations and other investor relations
materials with data linked to the corresponding filing.
Broader Use By Accounting and Finance Teams. Public and private companies, state and local
governments and universities must create a vast array of complex financial and managerial reports to better
drive real-time business decisions. Wdesk use cases include: Financial Planning and Analysis (FP&A), board
reporting, quarterly reporting, C-Suite reporting, monthly operation and flash reports; statutory reporting,
Comprehensive Annual Financial Report (CAFR) and budgeting for state and local governments, financial
reporting and planning for universities, Global Reporting Initiative (GRI), investment company compliance
and capital markets transactions.
Audit and Internal Controls
We sell Wdesk to people who work in Sarbanes-Oxley Act (SOX) compliance, SOX certifications,
internal controls over financial reporting (ICFR), evidence management, testing, Model Audit Rule (MAR-
SOX) for insurance companies, audit management, dashboards, audit risk assessments, planning, legal
compliance, policies and procedures and issues management.
SOX and ICFR. Our customers use Wdesk to increase efficiency in documenting, implementing and
assessing ICFR as required by SOX. SOX also requires public company CEOs and CFOs to individually
certify that their annual and quarterly financial reports are accurate and complete and to assess the
effectiveness of their ICFR. Increased scrutiny from the Public Company Accounting Oversight Board
(PCAOB) on audits of management’s assessment of internal controls – and the transition in the framework
used for assessing internal controls – is driving public companies to find more efficient and accurate solutions
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for SOX compliance. With Wdesk, our customers can collect data from multiple departments, centralize that
information in a linked platform, create and track process narratives and flows with co-workers and embed
evidence in internal audit work papers. We began selling our Wdesk solution to the SOX market in the second
quarter of 2014. As of December 31, 2017, more than 600 customers use Wdesk for SOX and internal
controls.
Audit Management. We sell to the broad-based audit management market because users in that
market often collaborate with colleagues working in SOX and risk across an organization. Audit management,
which is a subset of a much larger market that is defined as Governance, Risk and Compliance (GRC),
extends throughout an organization, organically drawing in Wdesk users from a wide range of departments.
Audit management, which includes audit risk assessments, the audit planning process and the internal audit
group, faces the same challenges in managing and documenting information from disparate departments.
Wdesk allows simultaneous collaboration with control, accountability and documentation of ICFR that is
essential to auditors, executives and boards. With Wdesk permission controls, administrators can control
access at all levels, down to an individual data point, for each user to create, review and edit data and
documents that relate directly to them. This control feature also enables users to grant access to their external
auditors and counsel, which further streamlines the review process and reduces expenses.
Risk and Compliance
Changing regulations and mandates create complexity in risk and compliance reporting, which is
often carried out by teams scattered across different departments and geographies within organizations. While
we cannot predict future changes that could affect federal regulations, we expect demand for Wdesk to remain
strong as a platform for improving transparency, accountability and insight into business and government
data.
We market Wdesk to address regulatory compliance risk and enterprise risk. Examples of regulations
facing our customers include the Dodd-Frank Act, Basel III, Capital Requirements Regulation (CRR) and
Capital Requirements Directive (CRD). Wdesk regulatory compliance risk use cases include Resolution and
Recovery Plans (RRP), Comprehensive Capital Analysis and Review (CCAR), and Dodd-Frank Stress
Testing (DFAST). Regulators are also implementing new, industry-specific reporting requirements. For
example, in recent years insurance companies have been required to produce reports for Own Risk Solvency
Assessment (ORSA) in the U.S. and Solvency II in Europe.
With Wdesk, risk management practices can be integrated throughout the organization while
maintaining information privacy, audit trails and security resulting in highly efficient and transparent
compliance. Therefore, we also sell Wdesk for Enterprise Risk Management (ERM) as a solution for
enterprises to identify systemic risks, determine risk probabilities, assess risk magnitude, plan strategic
responses and report to boards and other stakeholders. Wdesk also can help business leaders make real-time
ERM decisions.
Performance and Management Reporting
Operations teams across organizations of all sizes typically have to collect, track, manage and report
on a wide range of operating metrics to better drive business decisions. Our customers continuously find
new use cases across their organizations, including board committee and quarterly reporting, C-Suite
reporting, strategic business plans, monthly management reports, managing and tracking key performance
indicators (KPIs), data collection for domestic sales, performance reporting, and employee benefit financial
statements.
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Wdesk Platform Technology
Wdesk is the cloud-based, multi-tenant technology platform upon which all Workiva software
solutions run. Wdesk is built on the Google Cloud Platform and Amazon Web Services and is composed of
proprietary and open-source technologies. Users can access all Wdesk solutions with any standard web
browser, mobile web browsers and iPad and Android applications. We believe that the following
characteristics comprise our platform’s key competitive advantages:
Easy to Deploy and Configure. The Wdesk platform can usually be deployed within days or weeks
for new customers and can be easily configured by the customer for individual employees or entire teams.
Because our solutions are browser-based, customers avoid costly, time-intensive deployments typically
associated with on-premise enterprise software.
High Performance. The performance of the Wdesk platform has been tested and proven by some of
the largest, most demanding enterprises in the world. Our platform is built for organizations of all sizes. The
architecture, design, deployment and management of our solutions are focused on enterprise-grade scalability,
availability and security. Our underlying code base is continually optimized in order to ensure high
performance for our users.
Always On. Our customers are highly dependent on our solutions for their business data management
and reporting needs. As a result, Wdesk is designed as an “always on” service. Additionally, constant customer
collaboration and development iteration allows us to offer our customers continuous improvements by
releasing a new version of Wdesk several times each week.
Scales Rapidly. Wdesk is designed to support concurrent user sessions within a global enterprise,
managing billions of data elements while continuing to deliver rapid processing performance. A number of
our customers have reported millions of links to single sources of data, among multiple documents,
spreadsheets and presentations, without any noticeable negative effects on performance. Wdesk is designed
to support millions of end users as a result of its scalability and our relationship with the Google Cloud
Platform and Amazon Web Services.
Secure. Many of the largest enterprises in the world trust us with their most sensitive data. Wdesk
employs stringent data security, reliability, integrity and privacy practices. In addition to our regular customer
security assessments, we aggressively test the security of our operations by subjecting it to continuous and
ongoing penetration and vulnerability testing (manual and automatic, internal and third-party). The quality
of our data security efforts is validated by our annual completion of an independent audit process using the
SSAE 16 standard. This standard is designed to determine whether a company has internal controls and
safeguards that are suitably designed and effectively operating. The annual SSAE 16 examination includes
coverage of security controls through performing SOC 1 Type 2 and SOC 2 Type 2 audits.
Research and Development
Our research and development team is distributed among nine office locations in North America
and Europe, including our headquarters in Ames, Iowa.
Our research and development efforts are focused on improving the Wdesk platform for broad use
across all of our solutions. Our development teams can deploy incremental changes to our platform for our
customers on a daily basis. We employ a continuous delivery process supported by Agile software
development methodologies and a proprietary quality assurance process. Our spending on research and
development was $68.2 million in 2017, $57.4 million in 2016, and $50.5 million in 2015. Our investment
in research and development has grown due to increased compensation and headcount related to dedicating
more resources to developing new features and functionality to our platform to capitalize on the growing
demand for enterprise-wide Wdesk deployments.
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To ensure new features are intuitive and efficient, each development team has a dedicated user
interface designer who is focused on delivering an optimized user experience. Additionally, we continuously
test our software code using a combination of quality assurance personnel and a proprietary automated testing
suite. We believe our focus on user experience and our rigorous quality assurance culture are key
differentiators that contribute to the success of our Wdesk platform.
Customers
Thousands of organizations, including global enterprises with hundreds of thousands of employees
trust Workiva. As of December 31, 2017, we had more than 3,000 customers, including more than 70% of
Fortune 500 companies. Our Wdesk platform modernizes the way our customers work. Our customers are
passionate, loyal supporters of our solutions, as demonstrated by our subscription and support revenue
retention rate of 96.0% (excluding add-on seats) as of the December 2017 measurement date. Our subscription
and support revenue retention rate including add-on seats was 107.6% as of the December 2017 measurement
date.
Competition
The intensity and nature of our competition varies significantly across our different solutions, as
changes in regulation and market trends result in evolving customer requirements and demand for enterprise
software. Our primary competitors include:
• Status quo, manual business processes that rely on legacy business software tools;
• Diversified enterprise software providers;
• Niche software providers that provide point solutions;
• Providers of professional services, including consultants and business and financial printers;
• Governance, risk and compliance software providers; and
• Business intelligence / performance management software providers.
As our market grows, we expect it will attract more highly specialized software vendors as well as
larger vendors that may continue to acquire or bundle their products more effectively.
The principal competitive factors in our market include: product features, reliability, performance
and effectiveness; product line breadth, diversity and applicability; product extensibility and ability to
integrate with other technology infrastructures; price and total cost of ownership; adherence to industry
standards and certifications; strength of sales and marketing efforts; and brand awareness and reputation.
We believe that our Wdesk cloud-based platform has the combination of features and value to our customers
that will continue to allow us to compete favorably.
Sales and Marketing
Our “land-and-expand” sales strategy focuses on acquiring new customers and growing our existing
customer relationships. We believe that we have penetrated only a small fraction of our market opportunity,
and we intend to continue investing in sales and marketing to drive growth.
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Sales
Our sales organization employs a combination of field sales, inside sales and partnership channels.
We focus on a “land-and-expand” strategy to acquire new customers and expand our existing customer
relationships. We reallocated our sales and marketing resources in 2017 to simplify our account management
model and create stronger relationships with our customers through improved coverage.
In 2017, we continued to expand our ecosystem of partners, including Business Process Outsourcing
and managed service firms, global consultancies providing an array of accounting and advisory services,
system integrators, large and and mid-sized Independent Software Vendors (ISV) and IT service providers.
Our advisory and service partners offer a wider range of domain and functional expertise that broadens the
capabilities of Wdesk, bringing scale and support to customers and prospects. Our technology partners enable
more data and process integrations to help customers connect critical transactional systems directly to Wdesk,
which becomes a central repository of trusted data, with powerful linking, auditability and control features.
Our sales organization comprises sales development representatives, pre-solutions engineers and
account managers. Our sales development representatives qualify sales-accepted opportunities for our
account managers. Our pre-solutions engineers focus on solutions and custom product demonstrations and
consultative sales. Our account managers work to attract new customers as well as expand Wdesk into new
use cases and departments across our current customers’ organizations.
Our customer success and professional services teams also help our account managers grow our
existing customer relationships by providing advice and best practices that enable users to harness the full
power of Wdesk.
We expect to continue to strengthen our sales coverage in our current markets, as well as expand
our sales footprint in locations where we see a demand for our solutions. To achieve this growth, we plan to
continue to hire energetic and motivated sales people with experience in large enterprise software sales. We
believe that our approach to hiring sales people, along with a progressive training, culture and compensation
package will allow us to retain sales talent and continue to drive growth.
Marketing
Our marketing organization promotes our brand, generates demand for our offerings and researches
and assesses product and market needs. Our advance planning team assesses customer needs, conducts
industry-based research and defines new markets. Our product marketing team develops the go-to-market
strategy for Wdesk solutions and develops industry-level marketing messages. The product marketing team
also supports our sales team with profiles of typical buyers, key messages, value propositions, competitive
analysis and sales strategies.
Our demand generation programs are categorized by solution and industry and are focused on
engaging business leaders, process owners and technology teams. We use a variety of marketing programs
across traditional and social channels to target current and prospective customers, including:
• Using our website to engage and educate prospects on our platform and solutions.
• Employing search engine marketing and advertising, including search engine optimization
and pay-per-click, to drive traffic to our website.
• Engaging customers and prospects through content marketing on social media, including
Facebook, Twitter, LinkedIn and YouTube.
• Working with industry analysts to establish third-party validation and generate positive
coverage for our platform and solutions.
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• Sponsoring events and professional organizations, including the SEC Professionals Group
and the SOX and Internal Controls Professionals Group.
• Producing webinars, workshops and customer meetings.
• Hosting our annual user conference, The Exchange Community (TEC), which brings our
customers together with our developers, professional services and customer success
managers to learn and collaborate. TEC is our largest user event each year and features
sessions with industry leaders, business networking events and opportunities to share product
ideas as well as train our customers and educate our prospects on new ways to use Wdesk.
• Executing digital and print campaigns through advertising, e-mails and direct marketing.
• Creating sales tools and field marketing events to support our sales organization to more
effectively convert leads into customers.
Professional Services and Customer Success
We believe our professional services and customer success teams are essential contributors to our
long-term success and differentiate our service from our competitors.
Professional Services. Professional Services include initial setup of documents; XBRL mapping,
tagging and review; best practices implementation; and business process consulting. Our XBRL team is
primarily composed of people with accounting or financial reporting experience who work with our customers
to perform XBRL mapping, tagging and review services. We also employ a team of Solution Architects who
offer consulting services to customers to improve and streamline their Wdesk-related business data processes.
Customer Success. Our Customer Success teams support our users with in-depth knowledge and
continuity for each customer’s Wdesk usage. Our Customer Success Managers (CSMs) provide 24/7 live
customer support via phone, digital messaging and web-based conferencing. We provide intensive training
to our CSMs and segment them for each solution and market focus. We have an in-house, e-learning
curriculum called “The Learn Center” for Professional Services and CSMs to continue to develop skills
related to Wdesk products, key markets and solution areas, management and compliance. The Learn Center
also helps our employees stay current with industry and technology issues. In addition, we pay for employees
to maintain professional certifications and licenses that are important to our customers, and we host regular
company-wide employee education sessions on business, industry, technology and workplace topics.
Intellectual Property
Our intellectual property and proprietary rights are important to our business. To safeguard these
rights, we rely on a combination of patent, trademark, copyright and trade secret laws and contractual
protections in the United States and other jurisdictions.
As of December 31, 2017, we had 30 issued patents and 19 patent applications pending in the United
States relating to our platform. We cannot assure you that any of our patent applications will result in the
issuance of a patent or whether the examination process will require us to narrow or otherwise limit our
claims. Any patents issued may be contested, designed around, found unenforceable, or invalidated, and we
may not be able to prevent third parties from infringing them. We also license software from third parties
for integration into our solutions, including open source software and other software available on
commercially reasonable terms. We cannot assure you that such third parties will maintain such software or
continue to make it available.
We control access to and use of our proprietary software and other confidential information through
the use of internal and external controls, including contractual protections with employees, contractors, end-
customers, and partners, and our software is protected by U.S. and international copyright laws. Despite our
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efforts to protect our trade secrets and proprietary rights through intellectual property rights, licenses, and
confidentiality agreements, unauthorized parties may still copy or otherwise obtain and use our software and
technology. In addition, we intend to expand our international operations, and effective patent, copyright,
trademark, and trade-secret protection may not be available or may be limited in foreign countries.
If we continue to be successful, we believe that competitors will be more likely to try to develop
solutions and services that are similar to ours and that may infringe our proprietary rights. It may also be
more likely that competitors or other third parties will claim that our platform infringes their proprietary
rights.
Our industry is characterized by the existence of a large number of patents and frequent claims and
related litigation regarding patent and other intellectual property rights. In particular, leading companies in
the enterprise software industry have extensive patent portfolios and are regularly involved in both offensive
and defensive litigation. From time to time, third parties, including certain of these leading companies, may
assert claims of infringement, misappropriation or other violations of intellectual property rights against us,
and our standard license and other agreements obligate us to indemnify our customers against such claims.
Successful claims of infringement by a third party could prevent us from distributing certain solutions or
performing certain services, require us to expend time and money to develop non-infringing solutions, or
force us to pay substantial damages (including enhanced damages if we are found to have willfully infringed
patents or copyrights), royalties or other fees. In addition, to the extent that we gain greater visibility and
market exposure as a public company, we face a higher risk of being the subject of intellectual property
infringement claims from third parties. We cannot assure you that we do not currently infringe, or that we
will not in the future infringe, upon any third-party patents, copyrights or other proprietary rights.
We have registered a number of trademarks and logos, including “Workiva” and “Wdesk,” with the
United States Patent and Trademark Office and in several jurisdictions outside the United States. We have
also registered other trademarks in the United States and in other jurisdictions outside the United States. In
addition, we intend to expand our international operations, and we cannot assure you that these names will
be available for use in all such jurisdictions.
Litigation
From time to time we may become involved in legal proceedings or be subject to claims arising in
the ordinary course of our business. Although the results of litigation and claims cannot be predicted with
certainty, we currently believe that the final outcome of any currently pending legal proceedings to which
we are a party will not have a material adverse effect on our business, operating results, financial condition
or cash flows. Regardless of the outcome, litigation can have an adverse impact on us because of defense
and settlement costs, diversion of management resources and other factors.
Employees
As of December 31, 2017, we had 1,318 full-time employees. Our headcount as of December 31,
2017 increased 12.5% from our headcount as of December 31, 2016. None of our employees is represented
by a labor organization or is a party to any collective bargaining arrangement. We have never experienced
a strike or similar work stoppage, and we consider our relations with our employees to be good.
Corporate Information
We were formed in California in August 2008 as WebFilings LLC. In July 2014, we changed our
name to Workiva LLC, and we converted into a Delaware limited liability company in September 2014. On
December 10, 2014, Workiva LLC was converted into a Delaware corporation and renamed Workiva Inc.
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Our principal executive offices are located at 2900 University Boulevard, Ames, Iowa 50010, and our
telephone number is (888) 275-3125. Our website address is www.workiva.com.
Copies of annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form
8-K, and amendments to these reports filed or furnished pursuant to Section 13(a) and 15(d) of the Securities
Exchange Act of 1934, as amended (the Exchange Act), are available, free of charge, on our website as soon
as reasonably practicable after we file such material electronically with or furnish it to the SEC. The SEC
also maintains a website that contains our SEC filings. The address of the site is www.sec.gov.
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Item 1A. Risk Factors
Our operations and financial results are subject to various risks and uncertainties, including those
described below. You should carefully consider the following risks and all of the other information contained
in this report, including our consolidated financial statements and related notes, before investing in any of
our securities. The risks and uncertainties described below are not the only ones we face. Additional risks
and uncertainties that we are unaware of, or that we currently believe are not material, may also become
important factors that adversely affect our business. If any of the following risks, or other risks and
uncertainties that are not yet identified or that we currently think are immaterial, actually occur, our business,
financial condition, results of operations and future prospects could be materially and adversely affected.
In that event, the market price of our Class A common stock could decline. We may amend, supplement or
add to the risk factors described below from time to time in future reports filed with the SEC.
Risks Related to Our Business and Industry
We have a limited operating history, which makes it difficult to predict our future operating results.
We were founded in 2008 and have a limited operating history. We began offering our first solution
in 2010 and launched Wdesk in 2013. As a result of our brief operating history, our ability to forecast our
future operating results is limited and subject to a number of uncertainties, including our ability to plan for
and model future growth. We have encountered and will encounter risks and uncertainties frequently
experienced by growing companies in rapidly changing industries, such as the risks and uncertainties
described herein. If our assumptions regarding these risks and uncertainties (which we use to plan our
business) are incorrect or change due to changes in our markets, or if we do not address these risks successfully,
our operating and financial results could differ materially from our expectations and our business could
suffer.
We have not been profitable historically and may not achieve or maintain profitability in the future.
We have posted a net loss in each fiscal year since we began operations in 2008, including net losses
of approximately $44.4 million in fiscal 2017, $44.0 million in fiscal 2016 and $43.4 million in fiscal 2015.
While we have experienced continued revenue growth in recent periods, we are not certain whether or when
we will obtain a high enough volume of subscriptions to sustain or increase our growth or achieve or maintain
profitability in the future. In addition, we plan to continue to invest in our infrastructure, new solutions,
research and development and sales and marketing, and as a result, we cannot assure you that we will achieve
or maintain profitability. Because we intend to continue spending in anticipation of the revenue we expect
to receive from these efforts, our expenses will be greater than the expenses we would incur if we developed
our business more slowly. In addition, we may find that these efforts are more expensive than we currently
anticipate, which would further impact our profitability.
We may incur losses in the future for a number of reasons, including the other risks and uncertainties
described in this annual report. Additionally, we may encounter unforeseen operating expenses, difficulties,
complications, delays and other unknown factors that may result in losses in future periods. If our revenue
growth does not meet our expectations in future periods, our financial performance may be harmed, and we
may not achieve or maintain profitability in the future.
Our revenue growth rate in recent periods may not be indicative of our future performance.
We experienced revenue growth rates of 16%, 23% and 29% in fiscal 2017, 2016 and 2015,
respectively. Our historical revenue growth rates are not indicative of future growth, and we may not achieve
similar revenue growth rates in future periods. You should not rely on our revenue or revenue growth for
any prior quarterly or annual periods as any indication of our future revenue or revenue growth. If we are
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unable to maintain consistent revenue or revenue growth, our stock price could be volatile, and it may be
difficult to achieve and maintain profitability.
Failure to manage our growth may adversely affect our business or operations.
Since 2010, we have experienced significant growth in our business, customer base, employee
headcount and operations, and we expect to continue to grow our business over the next several years. This
growth places a significant strain on our management team and employees and on our operating and financial
systems. To manage our future growth we must continue to scale our business functions, improve our financial
and management controls and our reporting systems and procedures and expand and train our work force.
In particular, we grew from 109 employees as of December 31, 2010 to more than 1,300 employees as of
December 31, 2017. We anticipate that additional investments in sales personnel, infrastructure and research
and development spending will be required to:
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scale our operations and increase productivity;
address the needs of our customers;
further develop and enhance our existing solutions and offerings;
develop new technology; and
expand our markets and opportunity under management, including into new solutions and geographic
areas.
We cannot assure you that our controls, systems and procedures will be adequate to support our
future operations or that we will be able to manage our growth effectively. We also cannot assure you that
we will be able to continue to expand our market presence in the United States and other current markets or
successfully establish our presence in other markets. Failure to effectively manage growth could result in
difficulty or delays in deploying customers, declines in quality or customer satisfaction, increases in costs,
difficulties in introducing new features or other operational difficulties, and any of these difficulties could
adversely impact our business performance and results of operations.
Our quarterly results may fluctuate significantly and may not fully reflect the underlying performance
of our business.
Our quarterly results of operations, including the levels of our revenue, gross margin, profitability,
cash flow and deferred revenue, may vary significantly in the future, and period-to-period comparisons of
our operating results may not be meaningful. Accordingly, the results of any one quarter should not be relied
upon as an indication of future performance. Our quarterly financial results may fluctuate as a result of a
variety of factors, many of which are outside of our control, and therefore, may not fully reflect the underlying
performance of our business. Fluctuations in quarterly results may negatively impact the value of our Class
A common stock. Factors that may cause fluctuations in our quarterly financial results include, without
limitation, those listed below:
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our ability to attract new customers in multiple regions around the world;
the addition or loss of large customers, including through acquisitions or consolidations;
the timing of recognition of revenue;
the amount and timing of operating expenses related to the maintenance and expansion of our
business, operations and infrastructure;
network outages, security breaches, technical difficulties or interruptions with our services;
general economic, industry and market conditions;
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customer renewal rates and the extent to which customers subscribe for additional seats or solutions;
pricing changes upon any renewals of customer agreements;
changes in our pricing policies or those of our competitors;
the mix of solutions sold during a period;
seasonal variations in sales of our solutions;
seasonal variations in the delivery of our services;
the timing and success of new product and service introductions by us or our competitors or any
other change in the competitive dynamics of our industry, including consolidation among
competitors, customers or strategic partners;
the announcement or adoption of new regulations and policy mandates or changes to existing
regulations and policy mandates;
changes in foreign currency exchange rates;
future accounting pronouncements or changes in our accounting policies;
general economic conditions, both domestically and in the foreign markets in which we sell our
solutions;
the timing of expenses related to the development or acquisition of technologies or businesses and
potential future charges for impairment of goodwill from acquired companies; and
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unforeseen litigation and intellectual property infringement.
We derive a majority of our revenue from customers using our Wdesk platform for SEC filings. Our efforts
to continue to increase use of our Wdesk platform in other applications may not succeed and may reduce
our revenue growth rate.
We derive a majority of our revenue from customers using our Wdesk platform for SEC filings. We
began our sales and marketing of Wdesk for regulatory risk, SOX, enterprise risk management and audit
management relatively recently. While non-SEC use cases generated approximately half of our total booking
in 2017, it is uncertain whether these non-SEC use cases will achieve the level of market acceptance we
have achieved in the SEC filing market. Further, the introduction of new solutions beyond these markets
may not be successful. Because it is our policy not to view actual customer data unless specifically invited
by a customer to do so, we are unable to determine with any certainty how customers are using our platform
and may not be able to determine with certainty the extent to which our new solutions are being utilized by
customers. Any factor adversely affecting sales of our platform or solutions, including release cycles, market
acceptance, competition, performance and reliability, reputation and economic and market conditions, could
adversely affect our business and operating results.
Our solutions face intense competition in the marketplace. If we are unable to compete effectively, our
operating results could be adversely affected.
The market for our solutions is increasingly competitive, rapidly evolving and fragmented, and is
subject to changing technology and shifting customer needs. Although we believe that our Wdesk platform
and the solutions that it offers are unique, many vendors develop and market products and services that
compete to varying extents with our offerings, and we expect competition in our market to continue to
intensify. Moreover, industry consolidation may increase competition. In addition, many companies have
chosen to invest in their own internal reporting solutions and therefore may be reluctant to switch to solutions
such as ours.
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We compete with many types of companies, including diversified enterprise software providers;
providers of professional services, such as consultants and business and financial printers; governance, risk
and compliance software providers; and business intelligence/corporate performance management software
providers. Many of our existing competitors, as well as a number of potential new competitors, have longer
operating histories, greater name recognition, more established customer bases and significantly greater
financial, technical, marketing and other resources than we do. As a result, our competitors may be able to
respond more quickly and effectively than we can to new or changing opportunities, technologies, standards
or customer requirements. We could lose customers if our competitors introduce new competitive products,
add new features, acquire competitive products, reduce prices, form strategic alliances with other companies
or are acquired by third parties with greater available resources. We also face competition from a variety of
vendors of cloud-based and on-premise software applications that address only a portion of one of our
solutions. We may also face increasing competition from open source software initiatives, in which
competitors may provide software and intellectual property for free. In addition, if a prospective customer
is currently using a competing solution, the customer may be unwilling to switch to our solutions without
access to setup support services. If we are unable to provide those services on terms attractive to the customer,
the prospective customer may be unwilling to utilize our solutions. If our competitors’ products, services or
technologies become more accepted than our solutions, if they are successful in bringing their products or
services to market earlier than ours, or if their products or services are more technologically capable than
ours, then our revenue could be adversely affected. In addition, some of our competitors may offer their
products and services at a lower price. If we are unable to achieve our target pricing levels, our operating
results would be negatively affected. Pricing pressures and increased competition could result in reduced
sales, reduced margins, losses or a failure to maintain or improve our competitive market position, any of
which would adversely affect our business.
Our revenue growth will depend in part on the success of our efforts to augment our direct-sales channels
by developing relationships with third parties.
Prior to 2017, we relied almost exclusively on the direct-sales model to market Wdesk. In order to
continue to build our business, we plan to continue to develop partnerships to support our sales efforts through
referrals and co-selling arrangements. Our efforts to develop relationships with partners are still at an early
stage, we have generated limited revenue through these relationships to date, and we cannot assure you that
we will be able to develop and maintain successful partnerships or that these partners will be successful in
marketing and selling our platform or solutions based upon our platform. Identifying partners, negotiating
and supporting relationships with them and maintaining relationships requires a significant commitment of
time and resources that may not yield a significant return on our investment. We expect that our partners
will have only limited commitments to dedicate resources to marketing and promoting our solutions. In
addition, our competitors may be more effective in providing incentives to our partners or prospective partners
to favor their products or services over our solutions. If we are unsuccessful in establishing or maintaining
our relationships with partners, or if these partners are unsuccessful in marketing or selling our solutions or
are unable or unwilling to devote sufficient resources to these activities, our ability to compete in the
marketplace or to grow our revenue could be impaired and our operating results may suffer. Further, new or
emerging technologies, technological trends or changes in customer requirements may result in certain third
parties de-emphasizing their dealings with us or becoming potential competitors in the future.
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Failure to establish and maintain partnerships that can provide complementary technology offerings and
software integrations could limit our ability to grow our business.
Our growth strategy includes expanding the use of Wdesk through complementary technology
offerings and software integrations, such as third-party application programming interfaces, or APIs. While
we have established relationships with certain providers of complementary technology offerings and software
integrations, we cannot assure you that we will be successful in maintaining partnerships with these providers
or in establishing additional partnerships of this type. Third-party providers of complementary applications
and APIs may decline to enter into partnerships with us or may later terminate their relationships with us,
change the features of their applications and platforms, restrict our access to their applications and platforms
or alter the terms governing use of their applications and APIs and access to those applications and platforms
in an adverse manner. Such changes could functionally limit or terminate our ability to use these third-party
applications and platforms with Wdesk, which could negatively impact our offerings and harm our business.
Further, if we fail to integrate Wdesk with new third-party applications and platforms that our customers
use, or to adapt to the data transfer requirements of such third-party applications and platforms, we may not
be able to offer the functionality that our customers need, which would negatively impact our offerings and,
as a result, could negatively affect our business, results of operations and financial condition. In addition,
we may benefit from these partners’ brand recognition, reputations, referrals and customer bases. Any losses
or shifts in the referrals from or the market positions of these partners in general, in relation to one another
or to new competitors or new technologies could lead to losses in our relationships or customers or our need
to identify or transition to alternative channels for marketing our solutions.
If we do not keep pace with technological changes, our solutions may become less competitive and our
business may suffer.
Our market is characterized by rapid technological change, frequent product and service innovation
and evolving industry standards. If we are unable to provide enhancements and new features for our existing
solutions or new solutions that achieve market acceptance or that keep pace with these technological
developments, our business could be adversely affected. For example, we focus on enhancing the features
of our Wdesk platform to improve its utility for larger customers with complex, dynamic and global
operations. The success of enhancements, new features and solutions depends on several factors, including
the timely completion, introduction and market acceptance of the enhancements or new features or solutions.
If we fail to successfully complete and introduce platform enhancements, or if our customers experience
difficulties using our platform as a result of the implementation of these enhancements, our revenue retention
and revenue growth may be adversely affected. In addition, because our solutions are designed to operate
on a variety of systems, we will need to continuously modify and enhance our solutions to keep pace with
changes in internet-related hardware, software, communication, browser and database technologies. We may
not be successful in either developing these modifications and enhancements or in bringing them to market
in a timely fashion. Furthermore, uncertainties about the timing and nature of new network platforms or
technologies, or modifications to existing platforms or technologies, could increase our research and
development expenses. Any failure of our solutions to keep pace with technological changes or operate
effectively with future network platforms and technologies could reduce the demand for our solutions, result
in customer dissatisfaction and adversely affect our business.
If we fail to manage our technical operations infrastructure, our existing customers may experience
service outages, and our new customers may experience delays in the deployment of our solutions.
We have experienced significant growth in the number of users, projects and data that our operations
infrastructure supports. We seek to maintain sufficient excess capacity in our operations infrastructure to
meet the needs of all of our customers. We also seek to maintain excess capacity to facilitate the rapid
provision of new customer deployments and the expansion of existing customer deployments. In addition,
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we need to properly manage our technological operations infrastructure in order to support changes in
hardware and software parameters and the evolution of our solutions, all of which require significant lead
time. Our Wdesk platform interacts with technology provided by Google, Amazon and other third-party
providers, and our technological infrastructure depends on this technology. We have experienced, and may
in the future experience, website disruptions, outages and other performance problems. These problems may
be caused by a variety of factors, including infrastructure changes, human or software errors, viruses, security
attacks, fraud, spikes in customer usage and denial of service issues. In some instances, we may not be able
to identify the cause or causes of these performance problems within an acceptable period of time. If we do
not accurately predict our infrastructure requirements, our existing customers may experience service outages
that may subject us to financial penalties, financial liabilities and customer losses. If our operations
infrastructure fails to keep pace with increased sales, customers may experience delays as we seek to obtain
additional capacity, which could adversely affect our reputation and our revenue.
As a provider of cloud-based software, we rely on the services of third-party data center hosting facilities.
Interruptions or delays in those services could impair the delivery of our service and harm our business.
Our Wdesk platform has been developed with, and is based on, cloud computing technology. It is
hosted pursuant to service agreements on servers by third-party service providers, including those with
Google and Amazon. We do not control the operation of these providers or their facilities, and the facilities
are vulnerable to damage, interruption or misconduct. Unanticipated problems at these facilities could result
in lengthy interruptions in our services. If the services of one or more of these providers are terminated,
disrupted, interrupted or suspended for any reason, we could experience disruption in our ability to offer our
solutions, or we could be required to retain the services of replacement providers, which could increase our
operating costs and harm our business and reputation. In addition, as we grow, we may move or transfer our
data and our customers’ data to other cloud hosting providers. Despite precautions taken during this process,
any unsuccessful data transfers may impair the delivery of our service. Further, any damage to, or failure
of, the cloud servers that we use could result in interruptions in our services. Interruptions in our service
may damage our reputation, reduce our revenue, cause us to issue credits or pay penalties, cause customers
to terminate their subscriptions and adversely affect our renewal rates and our ability to attract new customers.
Our business would be harmed if our customers and potential customers believe our service is unreliable.
Any failure or interruptions in the internet infrastructure, bandwidth providers, data center providers,
other third parties or our own systems for providing our solutions to customers could negatively impact
our business.
Our ability to deliver our solutions is dependent on the development and maintenance of the internet
and other telecommunications services by third parties. Such services include maintenance of a reliable
network backbone with the necessary speed, data capacity and security for providing reliable internet access
and services and reliable telecommunications systems that connect our operations. While our solutions are
designed to operate without interruption, we may experience interruptions and delays in services and
availability from time to time. We rely on systems as well as third-party vendors, including data center,
bandwidth, and telecommunications equipment providers, to provide our solutions. We do not maintain
redundant systems or facilities for some of these services. In the event of a catastrophic event with respect
to one or more of these systems or facilities, we may experience an extended period of system unavailability,
which could negatively impact our relationship with our customers.
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Any failure to offer high-quality technical support services may adversely affect our relationships with
our customers and our financial results.
Once our solutions are deployed, our customers depend on our customer success organization to
resolve technical issues relating to our solutions. We may be unable to respond quickly enough to
accommodate short-term increases in customer demand for support services. We also may be unable to
modify the format of our support services to compete with changes in support services provided by our
competitors. Increased customer demand for these services, without corresponding revenue, could increase
costs and adversely affect our operating results. In addition, our sales process is highly dependent on our
solutions and business reputation and on positive recommendations from our existing customers. Any failure
to maintain high-quality technical support, or a market perception that we do not maintain high-quality
support, could adversely affect our reputation, our ability to sell our solutions to existing and prospective
customers, and our business, operating results and financial position.
Because our Wdesk platform is offered on a subscription basis, we are required to recognize revenue for
it over the term of the subscription. As a result, downturns or upturns in sales may not be immediately
reflected in our operating results.
We generally recognize subscription and support revenue from customers ratably over the terms of
their subscription agreements, which are typically on a quarterly or annual cycle and automatically renew
for additional periods. As a result, a substantial portion of the revenue we report in each quarter will be
derived from the recognition of deferred revenue relating to subscription agreements entered into during
previous quarters. Consequently, a decline in new or renewed subscriptions in any one quarter may not be
immediately reflected in our revenue results for that quarter. This decline, however, will negatively affect
our revenue in future quarters. Accordingly, the effect of significant downturns in sales and market acceptance
of our solutions and potential changes in our rate of renewals may not be fully reflected in our results of
operations until future periods. Our subscription model also makes it difficult for us to rapidly increase our
subscription revenue through additional sales in any period, as revenue from new customers must be
recognized over the applicable subscription term. In addition, we may be unable to adjust our cost structure
to reflect the changes in revenue, which could adversely affect our operating results.
We cannot accurately predict subscription renewal or upgrade rates and the impact these rates may have
on our future revenue and operating results.
Our business depends substantially on customers renewing their subscriptions with us and expanding
their use of our services. Our customers have no obligation to renew their subscriptions for our services after
the expiration of their initial subscription period. While we have historically maintained a subscription and
support revenue retention rate of greater than 95%, we may be unable to maintain this historical rate and we
may be unable to accurately predict our subscription and support revenue retention rate. In addition, our
customers may renew for shorter contract lengths, lower prices or fewer users. We cannot accurately predict
new subscription or expansion rates and the impact these rates may have on our future revenue and operating
results. Our renewal rates may decline or fluctuate as a result of a number of factors, including customer
dissatisfaction with our service, customers’ ability to continue their operations and spending levels and
deteriorating general economic conditions. If our customers do not renew their subscriptions for our service,
purchase fewer solutions at the time of renewal, or negotiate a lower price upon renewal, our revenue will
decline and our business will suffer. Our future success also depends in part on our ability to sell additional
solutions and services, more subscriptions or enhanced editions of our services to our current customers,
which may also require increasingly sophisticated and costly sales efforts that are targeted at senior
management. If our efforts to sell additional solutions and services to our customers are not successful, our
growth and operations may be impeded. In addition, any decline in our customer renewals or failure to
convince our customers to broaden their use of our services would harm our future operating results.
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Adverse economic conditions or reduced technology spending may adversely impact our business.
Our business depends on the overall demand for technology and on the economic health of our
current and prospective customers. In general, worldwide economic conditions remain unstable, and these
conditions make it difficult for our customers, prospective customers and us to forecast and plan future
business activities accurately. These conditions could cause our customers or prospective customers to
reevaluate their decision to purchase our solutions. Weak global economic conditions, or a reduction in
technology spending even if economic conditions improve, could adversely impact our business, financial
condition and results of operations in a number of ways, including longer sales cycles, lower prices for our
solutions, reduced bookings and lower or no growth.
If we cannot maintain our corporate culture as we grow, we could lose the innovation, teamwork, passion
and focus on execution that we believe contribute to our success, and our business may be harmed.
We believe our corporate culture is a critical component to our success. We have invested substantial
time and resources in building our team. As we grow and develop the infrastructure of a public company,
we may find it difficult to maintain our corporate culture. Any failure to preserve our culture could negatively
affect our future success, including our ability to retain and recruit personnel and effectively focus on and
pursue our corporate objectives.
We depend on our senior management team and other key employees, and the loss of one or more key
employees could adversely affect our business.
Our success depends largely upon the continued services of our key executive officers. We also rely
on our leadership team and other mission-critical individuals in the areas of research and development,
marketing, sales, services and general and administrative functions. From time to time, there may be changes
in our management team resulting from the hiring or departure of executives or other key employees, which
could disrupt our business. Our senior management and key employees are generally employed on an at-
will basis, which means that they could terminate their employment with us at any time. The loss of one or
more of our executive officers or key employees could have a material adverse effect on our business.
Our ability to attract, train and retain qualified employees is crucial to our results of operations and any
future growth.
To execute our growth plan, we must attract and retain highly qualified personnel. Competition for
these individuals is intense, especially for engineers with high levels of experience in designing and
developing software and internet-related services, senior sales executives and professional services personnel
with appropriate financial reporting experience. We have, from time to time, experienced, and we expect to
continue to experience, difficulty in hiring and retaining employees with appropriate qualifications. Many
of the companies with which we compete for experienced personnel have greater resources than we have.
If we hire employees from competitors or other companies, their former employers may attempt to assert
that these employees have breached their legal obligations or that we have induced such breaches, resulting
in a diversion of our time and resources. If we fail to attract new personnel or fail to retain and motivate our
current personnel, our business and future growth prospects could be adversely affected.
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Our workforce is our primary operating expense and subjects us to risks associated with increases in the
cost of labor as a result of increased competition for employees, higher employee turnover rates and
required wage increases and health benefit coverage, lawsuits or labor union activity.
Labor is our primary operating expense. As of December 31, 2017, we employed 1,318 full-time
employees. For the fiscal year ended December 31, 2017, employee compensation and benefits accounted
for approximately 75% of our total operating expense. We may face labor shortages or increased labor costs
because of increased competition for employees, higher employee turnover rates, or increases in employee
benefit costs. If labor-related expenses increase, our operating expense could increase, which would adversely
affect our business, financial condition and results of operations.
We are subject to the Fair Labor Standards Act (FLSA) and various federal and state laws governing
such matters as minimum wage requirements, overtime compensation and other working conditions,
citizenship requirements, discrimination and family and medical leave. In recent years, a number of
companies have been subject to lawsuits, including class action lawsuits, alleging violations of federal and
state law regarding workplace and employment matters, overtime wage policies, discrimination and similar
matters. A number of these lawsuits have resulted in the payment of substantial damages by the defendants.
Similar lawsuits may be threatened or instituted against us from time to time, and we may incur substantial
damages and expenses resulting from lawsuits of this type, which could have a material adverse effect on
our business, financial condition or results of operations.
There may be adverse tax and employment law consequences if the independent contractor status of our
consultants or the exempt status of our employees is successfully challenged.
We retain consultants from time to time as independent contractors. Although we believe that we
have properly classified these individuals as independent contractors, there is nevertheless a risk that the
Internal Revenue Service (IRS) or another federal, state, provincial or foreign authority will take a different
view. Furthermore, the tests governing the determination of whether an individual is considered to be an
independent contractor or an employee are typically fact sensitive and vary from jurisdiction to jurisdiction.
Laws and regulations that govern the status and misclassification of independent contractors are subject to
change or interpretation by various authorities. If a federal, state or foreign authority or court enacts legislation
or adopts regulations that change the manner in which employees and independent contractors are classified
or makes any adverse determination with respect to some or all of our independent contractors, we could
incur significant costs under such laws and regulations, including for prior periods, in respect of tax
withholding, social security taxes or payments, workers’ compensation and unemployment contributions,
and recordkeeping, or we may be required to modify our business model, any of which could materially
adversely affect our business, financial condition and results of operations. There is also a risk that we may
be subject to significant monetary liabilities arising from fines or judgments as a result of any such actual
or alleged non-compliance with federal, state or foreign tax laws. Further, if it were determined that any of
our independent contractors should be treated as employees, we could incur additional liabilities under our
applicable employee benefit plans.
In addition, we have classified many of our U.S. employees as “exempt” under the FLSA. If it were
determined that any of our U.S. employees who we have classified as “exempt” should be classified as “non-
exempt” under the FLSA, we may incur costs and liabilities for back wages, unpaid overtime, fines or
penalties and be subject to employee litigation.
Fixed-fee engagements with customers may not meet our expectations if we underestimate the cost of
these engagements.
We provide certain professional services on a fixed-fee basis. When making proposals for fixed-fee
engagements, we estimate the costs and timing for completing the engagements. We provide professional
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services on both SEC and non-SEC solutions, including our regulated risk and Sarbanes-Oxley compliance
solutions. Professional services on non-SEC solutions usually involve a different mix of subscription, support
and services than professional services on our SEC solution. The growth in professional services on non-
SEC solutions may impact our gross margins in ways that we cannot predict. If we are required to spend
more hours than planned to perform these services, our cost of services revenue could exceed the fees charged
to our customers on certain engagements and could cause us to recognize a loss on a contract, which would
adversely affect our operating results. In addition, if we are unable to provide these professional services,
we may lose sales or incur customer dissatisfaction, and our business and operating results could be
significantly harmed.
Our sales cycle is unpredictable. As more of our sales efforts are targeted at larger enterprise customers,
our sales cycle may become more time-consuming and expensive, and we may encounter pricing pressure,
which could harm our business and operating results.
The cost and length of our sales cycle varies by customer and is unpredictable. As we target more
of our sales efforts at selling additional solutions to larger enterprise customers, we may face greater costs,
longer sales cycles and less predictability in completing some of our sales. These types of sales often require
us to provide greater levels of education regarding the use and benefits of our service. In addition, larger
customers may demand more document setup services, training and other professional services. As a result
of these factors, these sales opportunities may require us to devote greater sales support and professional
services resources to individual customers, driving up costs and time required to complete sales and diverting
sales and professional services resources to a smaller number of larger transactions.
Our quarterly results reflect seasonality in revenue from professional services, which makes it difficult
to predict our future operating results.
We have historically experienced seasonal variations in our revenue from professional services as
many of our customers employ our professional services just before they file their Form 10-K in the first
calendar quarter. As of December 31, 2017, approximately 78% of our SEC customers report their financials
on a calendar year basis. While we expect our professional services revenue to become less seasonal as our
non-SEC offerings grow, a significant portion of our revenue may continue to reflect seasonality, which
makes it difficult to predict our future operating results. As a result, our operating and financial results could
differ materially from our expectations and our business could suffer.
The success of our cloud-based software largely depends on our ability to provide reliable solutions to
our customers. If a customer were to experience a product defect, a disruption in its ability to use our
solutions or a security flaw, demand for our solutions could be diminished, we could be subject to
substantial liability and our business could suffer.
Because our solutions are complex and we continually release new features, our solutions could
have errors, defects, viruses or security flaws that could result in unanticipated downtime for our subscribers
and harm our reputation and our business. Internet-based software frequently contains undetected errors or
security flaws when first introduced or when new versions or enhancements are released. We might from
time to time find such defects in our solutions, the detection and correction of which could be time consuming
and costly. Since our customers use our solutions for important aspects of their business, any errors, defects,
disruptions in access, security flaws, viruses, data corruption or other performance problems with our
solutions could hurt our reputation and may damage our customers’ businesses. If that occurs, customers
could elect not to renew, could delay or withhold payment to us or may make warranty or other claims against
us, which could result in an increase in our provision for doubtful accounts, an increase in collection cycles
for accounts receivable or the expense and risk of litigation. We could also lose future sales. In addition, if
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the public becomes aware of security breaches of our solutions, our future business prospects could be
adversely impacted.
We employ third-party licensed software for use in or with our solutions, and the inability to maintain
these licenses or the existence of errors in the software we license could result in increased costs or reduced
service levels, which would adversely affect our business.
Our solutions incorporate certain third-party software, including the Google Cloud Platform, that
may be licensed to or hosted by or on behalf of Workiva, or may be hosted by a licensor and accessed by
Workiva on a software-as-a-service basis. We anticipate that we will continue to rely on third-party software
and development tools from third parties in the future. There may not be commercially reasonable alternatives
to the third-party software we currently use, or it may be difficult or costly to replace. In addition, integration
of the software used in our solutions with new third-party software may require significant work and require
substantial investment of our time and resources. Also, to the extent that our solutions depend upon the
successful operation of third-party software in conjunction with our software, any undetected errors or defects
in this third-party software could prevent the deployment or impair the functionality of our solutions, delay
new solution introductions, result in a failure of our solutions and injure our reputation. Our use of additional
or alternative third-party software would require us to enter into license agreements with third parties. Any
inability to maintain or acquire third-party licensed software for use in our solutions could result in increased
costs or reduced service levels, which would adversely affect our business.
Changes in laws and regulations related to the internet or changes in the internet infrastructure itself
may diminish the demand for our solutions and could have a negative impact on our business.
The future success of our business depends upon the continued use of the internet as a primary
medium for commerce, communication and business solutions. Federal, state or foreign government bodies
or agencies have in the past adopted, and may in the future adopt, laws or regulations affecting the use of
the internet as a commercial medium. Changes in these laws or regulations could require us to modify our
solutions in order to comply with these changes. In addition, government agencies or private organizations
may begin to impose taxes, fees or other charges for accessing the internet or commerce conducted via the
internet. These laws or charges could limit the growth of internet-related commerce or communications
generally or result in reductions in the demand for internet-based solutions such as ours.
In addition, the use of the internet as a business tool could be adversely affected due to delays in the
development or adoption of new standards and protocols to handle increased demands of internet activity,
security, reliability, cost, ease of use, accessibility and quality of service. The performance of the internet
and its acceptance as a business tool has been adversely affected by “viruses,” “worms” and similar malicious
programs, and the internet has experienced a variety of outages and other delays as a result of damage to
portions of its infrastructure. If the use of the internet is adversely affected by these issues, demand for our
solutions could suffer.
We are subject to U.S. and foreign data privacy and protection laws and regulations as well as contractual
privacy obligations, and our failure to comply could subject us to fines and damages and would harm our
reputation and business.
We manage private and confidential information and documentation related to our customers’
finances and transactions, often prior to public dissemination. The use of insider information is highly
regulated in the United States and abroad, and violations of securities laws and regulations may result in
civil and criminal penalties. In addition, we are subject to the data privacy and protection laws and regulations
adopted by federal, state and foreign legislatures and governmental agencies. Data privacy and protection
is highly regulated and may become the subject of additional regulation in the future. Privacy laws restrict
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our storage, use, processing, disclosure, transfer and protection of non-public personal information that may
be placed in Wdesk by our customers or collected from visitors while visiting our websites. We strive to
comply with all applicable laws, regulations, policies and legal obligations relating to privacy and data
protection. However, it is possible that these requirements may be interpreted and applied in a manner that
is inconsistent from one jurisdiction to another and may conflict with other rules or our practices. Any failure,
or perceived failure, by us to comply with federal, state or international laws, including laws and regulations
regulating privacy, payment card information, personal health information, data or consumer protection,
could result in proceedings or actions against us by governmental entities or others.
The regulatory framework for privacy and data protection issues worldwide is evolving, and various
government and consumer agencies and public advocacy groups have called for new regulation and changes
in industry practices, including some directed at providers of mobile and online resources in particular. Our
obligations with respect to privacy and data protection may become broader or more stringent. If we are
required to change our business activities or revise or eliminate services, or to implement costly compliance
measures, our business and results of operations could be harmed.
In addition, as we expand our operations internationally, compliance with regulations that differ
from country to country may also impose substantial burdens on our business. In particular, the European
Union, or E.U., has traditionally taken a broader view as to what is considered personal information and has
imposed greater obligations under data privacy regulations. In addition, individual E.U. member countries
have had discretion with respect to their interpretation and implementation of the regulations, which has
resulted in variation of privacy standards from country to country. Complying with any additional or new
regulatory requirements could force us to incur substantial costs or require us to change our business practices
in a manner that could compromise our ability to effectively pursue our growth strategy. Further, because
our customers often use a Wdesk account across multiple jurisdictions, E.U. regulators could determine that
we transfer data from the E.U. to the U.S., which could subject us to E.U. laws with respect to data privacy.
Those laws and regulations are uncertain and subject to change. For example, in October 2015, the European
Court of Justice invalidated the European Commission's 2000 Safe Harbor Decision as a legitimate basis on
which we could rely for the transfer of data from the European Union to the United States. The E.U and U.S.
recently agreed to an alternative transfer framework for data transferred from the E.U. to the U.S., called
the Privacy Shield, but this new framework is subject to an annual review that could result in changes to our
obligations and also may be challenged by national regulators or private parties. In addition, the other bases
on which we rely to legitimize the transfer of data, such as standard Model Contractual Clauses (MCCs),
have been subjected to regulatory or judicial scrutiny. If one or more of the legal bases for transferring data
from Europe to the United States is invalidated, or if we are unable to transfer personal data between and
among countries and regions in which we operates, it could affect the manner in which we provide our
services or adversely affect our financial results.
Proposed or new legislation and regulations could also significantly affect our business. There are
currently a number of proposals pending before federal, state, and foreign legislative and regulatory bodies.
In addition, the European Commission has approved a data protection regulation, known as the General Data
Protection Regulation (GDPR), which has been finalized and is due to come into force in or around May
2018. The GDPR will include operational requirements for companies that receive or process personal data
of residents of the European Union that are different than those currently in place in the European Union,
and that will include significant penalties for non-compliance. In addition, some countries are considering
or have passed legislation implementing data protection requirements or requiring local storage and
processing of data or similar requirements that could increase the cost and complexity of delivering our
services.
These laws and regulations, as well as any associated inquiries or investigations or any other
government actions, may be costly to comply with and may delay or impede the development of new products,
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result in negative publicity, increase our operating costs, require significant management time and attention,
and subject us to remedies that may harm our business, including fines or demands or orders that we modify
or cease existing business practices.
In addition to government activity, the technology industry and other industries are considering
various new, additional or different self-regulatory standards that may place additional burdens on us. If the
processing of private and confidential information were to be curtailed in this manner, our software solutions
may be less effective, which may reduce demand for our solutions and adversely affect our business.
Furthermore, government agencies may seek to access sensitive information that our customers upload to
our service providers or restrict customers’ access to our service providers. Laws and regulations relating to
government access and restrictions are evolving, and compliance with such laws and regulations could limit
adoption of our services by customers and create burdens on our business. Moreover, investigations into our
compliance with privacy-related obligations could increase our costs and divert management attention.
We are also subject to the privacy and data protection-related obligations in our contracts with our
customers and other third parties. We could be adversely affected by changes to these contracts in ways that
are inconsistent with our practices or in conflict with the laws and regulations of the United States, foreign
or international regulatory authorities. We may also be contractually liable to indemnify and hold harmless
our clients from the costs or consequences of inadvertent or unauthorized disclosure of data that we store or
handle as part of providing our services. Finally, we are also subject to contractual obligations and other
legal restrictions with respect to our collection and use of data, and we may be liable to third parties in the
event we are deemed to have wrongfully used or gathered data.
As our customers and prospects prepare to comply with frequently changing privacy legislation,
and ultimately GDPR, we are subject to our customers’ enhanced due diligence prior to contract execution.
Furthermore, the uncertainty of how regulators will apply privacy laws in different jurisdictions has caused
many companies to adopt very broad and restrictive vendor policies, contract templates and pre-requisites.
Many times, these policies are applied without consideration of the underlying intent of the vendor’s service
or data that will be shared (e.g., a blanket policy that all vendors, regardless of services, are required to agree
to a Data Protection Agreement). Due to the aforementioned changes to privacy law, our current and
prospective customers have begun to require us to adopt contractual clauses or amendments to existing
agreements regarding privacy compliance prior to conducting new (or any) business with us by virtue of
negotiating new clauses and/or agreements. In addition, due diligence by current or prospective customers
may take the form of onsite audits and questionnaires. Negotiating these clauses and satisfying customers’
concerns around privacy risk can slow down the overall sales cycle due to the coordination of so many
subject matter experts. Slower sales cycles may limit our ability to grow and create focus on compliance
points as opposed to new sales.
Any failure by us or a third-party contractor providing services to us to comply with applicable
privacy and data protection laws, regulations, self-regulatory requirements or industry guidelines, our
contractual privacy obligations or our own privacy policies, may result in fines, statutory or contractual
damages, litigation or governmental enforcement actions. These proceedings or violations could force us to
spend significant amounts in defense or settlement of these proceedings, result in the imposition of monetary
liability, distract our management, increase our costs of doing business, and adversely affect our reputation
and the demand for our solutions.
Our privacy policies and practices concerning the collection, use and disclosure of user data are
available on our websites. Any failure, or perceived failure, by us to comply with our posted privacy policies
or with any regulatory requirements or orders or other federal, state or international privacy or consumer
protection-related laws and regulations could result in proceedings or actions against us by governmental
entities or others (e.g., class action privacy litigation), subject us to significant penalties and negative publicity,
require us to change our business practices, increase our costs and adversely affect our business. Data
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collection, privacy and security have become the subject of increasing public concern. If users were to reduce
their use of our websites, products, and services as a result of these concerns, our business could be harmed.
If we or our service providers fail to keep our customers’ information confidential or otherwise handle
their information improperly, our business and reputation could be significantly and adversely affected.
If we fail to keep customers’ proprietary information and documentation confidential, we may lose
existing customers and potential new customers and may expose them to significant loss of revenue based
on the premature release of confidential information. While we have security measures in place to protect
customer information and prevent data loss and other security breaches, these measures may be breached as
a result of third-party action, employee error, malfeasance or otherwise. Because the techniques used to
obtain unauthorized access or sabotage systems change frequently and generally are not identified until they
are launched against a target, we may be unable to anticipate these techniques or to implement adequate
preventative measures.
In addition, our service providers (including, without limitation, hosting facilities, disaster recovery
providers and software providers) may have access to our customers’ data and could suffer security breaches
or data losses that affect our customers’ information.
If an actual or perceived security breach or premature release occurs, our reputation could be damaged
and we may lose future sales and customers. We may also become subject to civil claims, including indemnity
or damage claims in certain customer contracts, or criminal investigations by appropriate authorities, any of
which could harm our business and operating results. Furthermore, while our errors and omissions insurance
policies include liability coverage for these matters, if we experienced a widespread security breach that
impacted a significant number of our customers for whom we have these indemnity obligations, we could
be subject to indemnity claims that exceed such coverage.
Any failure to protect our intellectual property rights could impair our ability to protect our proprietary
technology and our brand.
Our success substantially depends upon our proprietary methodologies and other intellectual property
rights. Unauthorized use of our intellectual property by third parties may damage our brand and our reputation.
As of December 31, 2017, we had 30 issued patents and 19 patent applications pending in the United States,
and we expect to seek additional patents in the future. In addition, we rely on a combination of copyright,
trademark and trade secret laws, employee and third-party non-disclosure and non-competition agreements
and other methods to protect our intellectual property. However, unauthorized parties may attempt to copy
or obtain and use our technology to develop products with the same functionality as our solutions. We cannot
assure you that the steps we take to protect our intellectual property will be adequate to deter misappropriation
of our proprietary information or that we will be able to detect unauthorized use and take appropriate steps
to protect our intellectual property. United States federal and state intellectual property laws offer limited
protection, and the laws of some countries provide even less protection. Moreover, changes in intellectual
property laws, such as changes in the law regarding the patentability of software, could also impact our
ability to obtain protection for our solutions. In addition, patents may not be issued with respect to our pending
or future patent applications. Those patents that are issued may not be upheld as valid, may be contested or
circumvented, or may not prevent the development of competitive solutions.
We might be required to spend significant resources and divert the efforts of our technical and
management personnel to monitor and protect our intellectual property. Litigation brought to protect and
enforce our intellectual property rights could be costly, time-consuming and distracting to management and
could result in the impairment or loss of portions of our intellectual property. Furthermore, our efforts to
enforce our intellectual property rights may be met with defenses, counterclaims and countersuits attacking
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the validity and enforceability of our intellectual property rights. Any failure to secure, protect and enforce
our intellectual property rights could seriously adversely affect our brand and adversely impact our business.
Assertions by third parties of infringement or other violations by us of their intellectual property rights
could result in significant costs and harm our business and operating results.
Patent and other intellectual property disputes are common in our industry. Our success depends
upon our ability to refrain from infringing upon the intellectual property rights of others. Some companies,
including some of our competitors, own large numbers of patents, copyrights and trademarks, which they
may use to assert claims against us. As we grow and enter new markets, we will face a growing number of
competitors. As the number of competitors in our industry grows and the functionality of products in different
industry segments overlaps, we expect that software and other solutions in our industry may be subject to
such claims by third parties. Third parties may in the future assert claims of infringement, misappropriation
or other violations of intellectual property rights against us. We cannot assure you that infringement claims
will not be asserted against us in the future, or that, if asserted, any infringement claim will be successfully
defended. A successful claim against us could require that we pay substantial damages or ongoing royalty
payments, prevent us from offering our services, or require that we comply with other unfavorable terms.
We may also be obligated to indemnify our customers or business partners or pay substantial settlement
costs, including royalty payments, in connection with any such claim or litigation and to obtain licenses,
modify applications or refund fees, which could be costly. Even if we were to prevail in such a dispute, any
litigation regarding our intellectual property could be costly and time-consuming and divert the attention of
our management and key personnel from our business operations.
Some of our solutions utilize open source software, and any failure to comply with the terms of one or
more of these open source licenses could negatively affect our business.
Some of our solutions include software covered by open source licenses, which may include, by
way of example, GNU General Public License and the Apache License. The terms of various open source
licenses have not been interpreted by United States courts, and there is a risk that such licenses could be
construed in a manner that imposes unanticipated conditions or restrictions on our ability to market our
solutions. By the terms of certain open source licenses, we could be required to release the source code of
our proprietary software, and to make our proprietary software available under open source licenses, if we
combine our proprietary software with open source software in a certain manner. In the event that portions
of our proprietary software are determined to be subject to an open source license, we could be required to
publicly release the affected portions of our source code, reengineer all or a portion of our technologies, or
otherwise be limited in the licensing of our technologies, each of which could reduce or eliminate the value
of our technologies and services. In addition to risks related to license requirements, usage of open source
software can lead to greater risks than use of third-party commercial software, as open source licensors
generally do not provide warranties or controls on the origin of the software. Many of the risks associated
with usage of open source software cannot be eliminated and could negatively affect our business.
If we fail to continue to develop our brand, our business may suffer.
We believe that continuing to develop and maintain awareness of our brand is critical to achieving
widespread acceptance of our solution and is an important element in attracting and retaining customers.
Efforts to build our brand may involve significant expense and may not generate customer awareness or
increase revenue at all, or in an amount sufficient to offset expenses we incur in building our brand.
Promotion and enhancement of our name and the brand names of our solutions depends largely on
our success in being able to provide high quality, reliable and cost-effective solutions. If customers do not
perceive our solutions as meeting their needs, or if we fail to market our solutions effectively, we will likely
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be unsuccessful in creating the brand awareness that is critical for broad customer adoption of our solutions.
That failure could result in a material adverse effect on our business, financial condition and operating results.
Legislative and regulatory changes can influence demand for our solutions and could adversely affect
our business.
The market for our solutions depends in part on the requirements of the SEC, the Federal Reserve
System, the Federal Deposit Insurance Corporation and other regulatory bodies. Any legislation or
rulemaking substantially affecting the content or method of delivery of documents to be filed with these
regulatory bodies could have an adverse effect on our business. In addition, evolving market practices in
light of regulatory developments could adversely affect the demand for our solutions. Uncertainty caused
by political change in the United States and European Union (particularly Brexit) heightens regulatory
uncertainty in these areas. For example, the White House and Congressional leadership have publicly
announced a goal of repealing or amending parts of the Dodd Frank Act, as well as certain regulations
affecting the financial services industry. New legislation, or a significant change in rules, regulations,
directives or standards could reduce demand for our products and services, increase expenses as we modify
our products and services to comply with new requirements and retain relevancy, impose limitations on our
operations, and increase compliance or litigation expense, each of which could have a material adverse effect
on our business, financial condition and results of operations.
We may need to raise additional capital, which may not be available to us.
We will require substantial funds to support the implementation of our business plan. Our future
liquidity and capital requirements are difficult to predict as they depend upon many factors, including the
success of our solutions and competing technological and market developments. In the future, we may require
additional capital to respond to business opportunities, challenges, acquisitions, a decline in the level of
customer prepayments or unforeseen circumstances and may determine to engage in equity or debt financings
or enter into credit facilities for other reasons, and we may not be able to timely secure additional debt or
equity financing on favorable terms, or at all. Any debt financing obtained by us in the future could involve
restrictive covenants relating to our capital raising activities and other financial and operational matters,
which may make it more difficult for us to obtain additional capital and to pursue business opportunities,
including potential acquisitions. If we raise additional funds through further issuances of equity, convertible
debt securities or other securities convertible into equity, our existing stockholders could suffer significant
dilution in their percentage ownership of our company, and any new equity securities we issue could have
rights, preferences and privileges senior to those of holders of our Class A common stock. If we are unable
to obtain adequate financing or financing on terms satisfactory to us when we require it, our ability to continue
to grow or support our business and to respond to business challenges could be significantly limited.
Our credit facility contains restrictive covenants that may limit our operating flexibility.
Our credit facility contains certain restrictive covenants that limit our ability to transfer or dispose
of assets, merge with other companies or consummate certain changes of control, acquire other companies,
pay dividends, incur additional indebtedness and liens, experience changes in management and enter into
new businesses. We therefore may not be able to engage in any of the foregoing transactions unless we obtain
the consent of the lender or terminate the credit facility, which may limit our operating flexibility. In addition,
our credit facility is secured by all of our assets, has first priority over our other debt obligations and requires
us to satisfy certain financial covenants, including the maintenance of at least $5.0 million of cash on hand
or unused borrowing capacity. There is no guarantee that we will be able to generate sufficient cash flow or
sales to meet these financial covenants or pay the principal and interest on any such debt. Furthermore, there
is no guarantee that future working capital, borrowings or equity financing will be available to repay or
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refinance any such debt. Any inability to make scheduled payments or meet the financial covenants on our
credit facility would adversely affect our business.
U.S. federal income tax reform could adversely affect our business and financial condition
On December 22, 2017, the U.S. federal government enacted legislation commonly referred to as
the “Tax Cuts and Jobs Act” (the “TCJA”). The TCJA makes widespread changes to the Internal Revenue
Code, including, among other items, reduces the federal corporate tax rate to 21%, imposes significant
additional limitations on the deductibility of interest, allows for the expensing of capital expenditures, imposes
a one-time tax on unrepatriated earnings from certain foreign subsidiaries, taxes offshore earnings at reduced
rates regardless of whether they are repatriated, and modifies or repeals many business deductions and credits.
We continue to examine the impact the TCJA may have on our business. Notwithstanding the reduction in
the corporate income tax rate, we cannot yet conclude that the overall impact of the TCJA to us is positive.
The TCJA could adversely affect our business, operating results and financial condition, as well as the value
of an investment in our Class A common stock. Investors should consult with their own tax advisors with
respect to the TCJA and the potential tax consequences of investing in common shares.
Determining our income tax rate is complex and subject to uncertainty.
The computation of provision for income tax is complex, as it is based on the laws of numerous
taxing jurisdictions and requires significant judgment on the application of complicated rules governing
accounting for tax provisions under U.S. generally accepted accounting principles. Provision for income tax
for interim quarters is based on a forecast of our U.S. and non-U.S. effective tax rates for the year, which
includes forward-looking financial projections, including the expectations of profit and loss by jurisdiction,
and contains numerous assumptions. Various items cannot be accurately forecasted and future events may
be treated as discrete to the period in which they occur. Our provision for income tax can be materially
impacted, for example, by the geographical mix of our profits and losses, changes in our business, such as
internal restructuring and acquisitions, changes in tax laws and accounting guidance and other regulatory,
legislative or judicial developments, most recently the Tax Cuts and Jobs Act, tax audit determinations,
changes in our uncertain tax positions, changes in our intent and capacity to permanently reinvest foreign
earnings, changes to our transfer pricing practices, tax deductions attributed to equity compensation and
changes in our need for a valuation allowance for deferred tax assets. For these reasons, our actual income
taxes may be materially different than our provision for income tax.
Adverse tax laws or regulations could be enacted or existing laws could be applied to us or our customers,
which could increase the costs of our services and adversely impact our business.
The application of federal, state, local and international tax laws to services provided electronically
is evolving. New income, sales, use or other tax laws, statutes, rules, regulations or ordinances could be
enacted at any time (possibly with retroactive effect), and could be applied solely or disproportionately to
services provided over the internet. These enactments could adversely affect our sales activity due to the
inherent cost increase the taxes would represent and ultimately result in a negative impact on our operating
results.
In addition, existing tax laws, statutes, rules, regulations or ordinances could be interpreted, changed,
modified or applied adversely to us (possibly with retroactive effect), which could require us or our customers
to pay additional tax amounts, as well as require us or our customers to pay fines or penalties and interest
for past amounts. If we are unsuccessful in collecting such taxes from our customers, we could be held liable
for such costs, thereby adversely impacting our operating results.
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We operate and offer our services in many jurisdictions and, therefore, may be subject to federal, state,
local and foreign taxes that could harm our business.
As an organization that operates in many jurisdictions in the United States and around the world,
we may be subject to taxation in several jurisdictions with increasingly complex tax laws, the application
of which can be uncertain. The authorities in these jurisdictions, including state and local taxing authorities
in the United States, could successfully assert that we are obligated to pay additional taxes, interest and
penalties. In addition, the amount of taxes we pay could increase substantially as a result of changes in the
applicable tax principles, including increased tax rates, new tax laws or revised interpretations of existing
tax laws and precedents, which could have a material adverse effect on our liquidity and operating results.
The authorities could also claim that various withholding requirements apply to us or our subsidiaries or
assert that benefits of tax treaties are not available to us or our subsidiaries, any of which could have a material
impact on us and the results of our operations. In addition, we may lose sales or incur significant costs should
various tax jurisdictions impose taxes on either a broader range of services or services that we have performed
in the past. We may be subject to audits of the taxing authorities in any such jurisdictions that would require
us to incur costs in responding to such audits. Imposition of such taxes on our services could result in
substantially unplanned costs, would effectively increase the cost of such services to our customers and could
adversely affect our ability to retain existing customers or to gain new customers in the areas in which such
taxes are imposed.
We operate service sales centers in multiple locations. Some of the jurisdictions in which we operate
may give us the benefit of either relatively low tax rates, tax holidays or government grants, in each case
that are dependent on how we operate or how many jobs we create and employees we retain. We plan on
utilizing such tax incentives in the future as opportunities are made available to us. Any failure on our part
to operate in conformity with applicable requirements to remain qualified for any such tax incentives or
grants may result in an increase in our taxes. In addition, jurisdictions may choose to increase rates at any
time due to economic or other factors. Any such rate increase could harm our results of operations.
In addition, changes to U.S. tax laws recently enacted, referred to as the Tax Cuts and Jobs Act, will
impact the tax treatment of our foreign earnings. Due to expansion of our international business activities,
any changes in the U.S. taxation of such activities could increase our worldwide effective tax rate and
adversely affect our financial position and results of operations.
We may have additional tax liabilities, which could harm our business, results of operations or financial
position.
Significant judgments and estimates are required in determining the provision for income taxes and
other tax liabilities. Our tax expense may be impacted if our intercompany transactions, which are required
to be computed on an arm’s-length basis, are challenged and successfully disputed by the tax authorities.
Also, our tax expense could be impacted depending on the applicability of withholding taxes and indirect
tax on software licenses and related intercompany transactions in certain jurisdictions. In determining the
adequacy of income taxes, we assess the likelihood of adverse outcomes that could result if our tax positions
were challenged by the IRS and other tax authorities. The tax authorities in the United States and other
countries where we do business regularly examine our income and other tax returns. The ultimate outcome
of these examinations cannot be predicted with certainty. Should the IRS or other tax authorities assess
additional taxes as a result of examinations, we may be required to record charges to operations that could
have a material impact on our results of operations, or financial position.
Sales to customers outside the United States expose us to risks inherent in international sales.
A key element of our growth strategy is to expand our international operations and develop a
worldwide customer base. To date, we have not realized a significant portion of our revenue from customers
37
headquartered outside the United States. Operating in international markets requires significant resources
and management attention and will subject us to regulatory, economic and political risks that are different
from those in the United States. Because of our limited experience with international operations, our
international expansion efforts may not be successful in creating demand for our solutions outside of the
United States or in effectively selling subscriptions to our solutions in all of the international markets we
enter. In addition, we will face risks in doing business internationally that could adversely affect our business,
including:
•
•
•
•
•
•
the need to localize and adapt our solutions for specific countries, including translation into foreign
languages and associated expenses;
increased management, travel, infrastructure, legal compliance and regulation costs associated with
having multiple international operations;
sales and customer service challenges associated with operating in different countries;
data privacy laws that require customer data to be stored and processed in a designated territory;
difficulties in staffing and managing foreign operations;
different pricing environments, longer sales cycles and longer accounts receivable payment cycles
and collections issues;
•
new and different sources of competition;
• weaker protection for intellectual property and other legal rights than in the United States and practical
difficulties in enforcing intellectual property and other rights outside of the United States;
•
•
•
•
•
•
laws and business practices favoring local competitors;
compliance challenges related to the complexity of multiple, conflicting and changing governmental
laws and regulations, including employment, tax, privacy and data protection laws and regulations;
increased financial accounting and reporting burdens and complexities;
restrictions on the transfer of funds;
adverse tax consequences; and
unstable regional and economic political conditions.
Currently, some of our international contracts are denominated in local currencies; however, the
majority of our local costs are denominated in local currencies. We anticipate that over time, an increasing
portion of our international contracts may be denominated in local currencies. Therefore, fluctuations in the
value of the United States dollar and foreign currencies may impact our operating results when translated
into United States dollars. We do not currently engage in currency hedging activities to limit the risk of
exchange rate fluctuations.
38
We may acquire other companies or technologies, which could divert our management’s attention, result
in additional dilution to our stockholders and otherwise disrupt our operations and adversely affect our
operating results.
We may in the future seek to acquire or invest in businesses, applications or technologies that we
believe could complement or expand our solutions, enhance our technical capabilities or otherwise offer
growth opportunities. The pursuit of potential acquisitions may divert the attention of management and cause
us to incur various expenses in identifying, investigating and pursuing suitable acquisitions, whether or not
they are consummated.
In addition, we have limited experience in acquiring other businesses. If we acquire additional
businesses, we may not be able to integrate the acquired personnel, operations and technologies successfully
or effectively manage the combined business following the acquisition. We also may not achieve the
anticipated benefits from the acquired business due to a number of factors, including:
•
•
•
•
•
•
•
•
•
•
•
inability to integrate or benefit from acquired technologies or services in a profitable manner;
unanticipated costs or liabilities associated with the acquisition;
incurrence of acquisition-related costs;
difficulty integrating the accounting systems, operations and personnel of the acquired business;
difficulties and additional expenses associated with supporting legacy products and hosting
infrastructure of the acquired business;
difficulty converting the customers of the acquired business onto our solutions and contract terms,
including disparities in the revenue, licensing, support or professional services model of the acquired
company;
diversion of management’s attention from other business concerns;
adverse effects to our existing business relationships with business partners and customers as a result
of the acquisition;
the potential loss of key employees;
use of resources that are needed in other parts of our business; and
use of substantial portions of our available cash to consummate the acquisition.
In addition, a significant portion of the purchase price of companies we acquire may be allocated to
acquired goodwill and other intangible assets, which must be assessed for impairment at least annually. In
the future, if our acquisitions do not yield expected returns, we may be required to take charges to our
operating results based on this impairment assessment process, which could adversely affect our results of
operations.
Acquisitions could also result in dilutive issuances of equity securities or the incurrence of debt,
which could adversely affect our operating results. In addition, if an acquired business fails to meet our
expectations, our operating results, business and financial position could suffer.
We are subject to general litigation that may materially adversely affect us.
From time to time, we may be involved in disputes or regulatory inquiries that arise in the ordinary
course of business. We expect that the number and significance of these potential disputes may increase as
our business expands and our company grows larger. While our agreements with customers limit our liability
for damages arising from our solutions, we cannot assure you that these contractual provisions will protect
us from liability for damages in the event we are sued. Although we carry general liability insurance coverage,
39
our insurance may not cover all potential claims to which we are exposed or may not be adequate to indemnify
us for all liability that may be imposed. Any claims against us, whether meritorious or not, could be time
consuming, result in costly litigation, require significant amounts of management time, and result in the
diversion of significant operational resources. Because litigation is inherently unpredictable, we cannot
assure you that the results of any of these actions will not have a material adverse effect on our business,
financial condition, results of operations and prospects.
Our reported financial results may be adversely affected by changes in accounting principles generally
accepted in the United States, including those related to revenue recognition.
Generally accepted accounting principles in the United States are subject to interpretation by the
Financial Accounting Standards Board (FASB), the SEC, and various bodies formed to promulgate and
interpret appropriate accounting principles. A change in these principles or interpretations could have a
significant effect on our reported financial results and could affect the reporting of transactions completed
before the announcement of a change.
In May 2014, the FASB issued guidance codified in ASC 606, Revenue Recognition – Revenue
from Contracts with Customers (ASU 2014-09), which amends the guidance in former ASC 605, Revenue
Recognition. We adopted this new standard on the effective date of January 1, 2018, utilizing the modified
retrospective method. We are in the process of finalizing the impact the adoption of this standard will have
on our financial statements and have implemented changes to our accounting processes, internal controls
and disclosures to support the new standard. See Note 1 to our accompanying consolidated financial
statements for information about ASU 2014-09.
Any difficulties in implementing ASC 606 could cause us to fail to meet our financial reporting
obligations, which could result in regulatory discipline, harm investors’ confidence in us, and adversely
affect our stock price.
We have broad discretion in the use of the net proceeds from our initial public offering and may not
use them effectively.
We cannot specify with any certainty the particular uses of the net proceeds that we have received
from our initial public offering. We have broad discretion in the application of the net proceeds, including
working capital, possible acquisitions, and other general corporate purposes, and we may spend or invest
these proceeds in a way with which our stockholders disagree. A failure by our management to apply these
funds effectively could adversely affect our business and financial condition. The net proceeds may be
invested with a view towards long-term benefits for our stockholders, and this may not increase our operating
results or market value. Pending their use, we may invest the net proceeds from our initial public offering
in a manner that does not produce income or that loses value. These investments may not yield a favorable
return to our investors.
Risks Related to Ownership of Our Class A Common Stock
Our stock price has been and will likely continue to be volatile or may decline regardless of our operating
performance, resulting in substantial losses for our investors.
The trading price for shares of our Class A common stock has been, and is likely to continue to be,
volatile for the foreseeable future. The market price of our Class A common stock may fluctuate in response
to many risk factors listed in this section, and others beyond our control, including:
•
•
actual or anticipated fluctuations in our financial condition and operating results;
changes in projected operational and financial results;
40
•
•
•
•
•
•
•
•
•
•
•
•
•
addition or loss of significant customers;
changes in laws or regulations applicable to our solutions;
actual or anticipated changes in our growth rate relative to our competitors;
announcements of technological innovations or new offerings by us or our competitors;
announcements by us or our competitors of significant acquisitions, strategic partnerships, joint
ventures or capital-raising activities or commitments;
additions or departures of key personnel;
changes in our financial guidance or securities analysts’ estimates of our financial performance;
discussion of us or our stock price by the financial press and in online investor communities;
changes in accounting principles;
announcements related to litigation;
fluctuations in the valuation of companies perceived by investors to be comparable to us;
sales of our Class A or Class B common stock by us or our stockholders;
share price and volume fluctuations attributable to inconsistent trading volume levels of our shares;
and
•
general economic and market conditions.
Furthermore, the stock markets recently have experienced extreme price and volume fluctuations
that have affected and continue to affect the market prices of equity securities of many companies, and
technology companies in particular. These fluctuations often have been unrelated or disproportionate to the
operating performance of those companies. These broad market and industry fluctuations, as well as general
economic, political and market conditions such as recessions, interest rate changes or international currency
fluctuations, may negatively impact the market price of our Class A common stock. In the past, companies
that have experienced volatility in the market price of their stock have been subject to securities class action
litigation. We may be the target of this type of litigation in the future. Securities litigation against us could
result in substantial costs and divert our management’s attention from other business concerns, which could
harm our business.
If there are substantial sales of shares of our Class A common stock, the price of our Class A common
stock could decline.
The price of our Class A common stock could decline if there are substantial sales of our Class A
common stock, particularly sales by our directors, executive officers and significant stockholders, or if there
is a large number of shares of our Class A common stock available for sale. All of the shares of Class A
common stock sold in our initial public offering are freely tradeable without restrictions or further registration
under the Securities Act of 1933, as amended (Securities Act), except for any shares held by our affiliates
as defined in Rule 144 under the Securities Act. Shares held by directors, executive officers and other affiliates
are subject to volume limitations under Rule 144 under the Securities Act. In addition, the shares of Class
A common stock subject to outstanding options under our equity incentive plans and the shares reserved for
future issuance under our equity incentive plans are eligible for sale to the public, subject to certain legal
and contractual limitations. The market price of the shares of our Class A common stock could decline as a
result of the sale of a substantial number of our shares of common stock in the public market or the perception
in the market that the holders of a large number of shares intend to sell their shares.
41
The dual class structure of our common stock has the effect of concentrating voting control with our
executives and their affiliates.
Our Class B common stock has ten votes per share, and our Class A common stock has one vote per
share. As of December 31, 2017, the holders of shares of our Class B common stock collectively beneficially
owned shares representing approximately 76% of the voting power of our outstanding capital stock. Our
executive officers collectively beneficially owned shares representing a substantial majority of the voting
power of our outstanding capital stock as of that date. Because of the ten-to-one voting ratio between our
Class B and Class A common stock, the holders of our Class B common stock collectively will continue to
control a majority of the combined voting power of our common stock and therefore be able to control all
matters submitted to our stockholders for approval so long as the shares of Class B common stock represent
at least 9.1% of all outstanding shares of our Class A and Class B common stock. This concentrated control
will limit the ability of Class A common stockholders to influence corporate matters for the foreseeable future
and may have the effect of delaying, deferring or preventing a change in control, impeding a merger,
consolidation, takeover or other business combination involving us, or discouraging a potential acquirer
from making a tender offer or otherwise attempting to obtain control of our business, even if such a transaction
would benefit other stockholders. The holders of Class B common stock may also have interests that differ
from those of Class A common stock holders and may vote in a way that may be adverse to the interests of
holders of Class A common stock.
Future transfers by holders of Class B common stock will generally result in those shares converting
to Class A common stock, subject to limited exceptions, such as certain transfers to family members and
transfers effected for estate planning purposes. The conversion of Class B common stock to Class A common
stock will have the effect, over time, of increasing the relative voting power of those holders of Class B
common stock who retain their shares in the long term. If, for example, certain holders of Class B common
stock retain a significant portion of their holdings of Class B common stock for an extended period of time,
and a significant portion of the Class B common stock initially held by other executives is converted to Class
A common stock, the remaining holders of Class B common stock could, as a result, acquire control of a
majority of the combined voting power. As directors and executive officers, the initial beneficial owners of
Class B common stock owe a fiduciary duty to our stockholders and must act in good faith in a manner they
reasonably believe to be in the best interests of our stockholders. As stockholders, even if one of them
becomes a controlling stockholder, each beneficial owner of Class B common stock is entitled to vote his
shares in his own interests, which may not always be in the interests of our stockholders generally.
Anti-takeover provisions in our charter documents and under Delaware law could make an acquisition
of us more difficult, limit attempts by our stockholders to replace or remove our current management and
may negatively affect the market price of our Class A common stock.
Provisions in our certificate of incorporation and bylaws may have the effect of delaying or preventing
a change of control or changes in our management. Our certificate of incorporation and bylaws include
provisions that:
•
•
•
•
establish that our board of directors is divided into three classes, with each class serving three-year
staggered terms;
provide that our directors may be removed only for cause;
provide that vacancies on our board of directors may be filled only by a majority of directors then
in office, even though less than a quorum;
require that any action to be taken by our stockholders be effected at a duly called annual or special
meeting and not by written consent;
42
•
•
•
•
specify that special meetings of our stockholders can be called only by our board of directors, the
chairman of our board of directors or our chief executive officer or president (in the absence of a
chief executive officer);
establish an advance notice procedure for stockholder proposals to be brought before an annual
meeting, including proposed nominations of persons for election to our board of directors;
authorize our board of directors to issue, without further action by the stockholders, up to 100,000,000
shares of undesignated preferred stock;
require the approval of our board of directors or the holders of a supermajority of our outstanding
shares of capital stock to amend our bylaws and certain provisions of our certificate of incorporation;
and
•
reflect two classes of common stock, as discussed above.
These provisions may frustrate or prevent any attempts by our stockholders to replace or remove
our current management by making it more difficult for stockholders to replace members of our board of
directors, which is responsible for appointing the members of our management. In addition, we are a Delaware
corporation and governed by the provisions of Section 203 of the Delaware General Corporation Law, which
generally prohibits a Delaware corporation from engaging in any of a broad range of business combinations
with any “interested” stockholder, in particular those owning 15% or more of our outstanding voting stock,
for a period of three years following the date on which the stockholder became an “interested” stockholder.
Future sales and issuances of our capital stock or rights to purchase capital stock could result in additional
dilution of the percentage ownership of our stockholders and could cause our stock price to decline.
Our certificate of incorporation authorizes us to issue up to 1,000,000,000 shares of Class A common
stock. Future sales and issuances of our capital stock or rights to purchase our capital stock could result in
substantial dilution to our existing stockholders. We may sell Class A common stock, convertible securities
and other equity securities in one or more transactions at prices and in a manner as we may determine from
time to time. If we sell any such securities in subsequent transactions, investors may be materially diluted.
New investors in subsequent transactions could gain rights, preferences and privileges senior to those of
holders of our Class A common stock.
We will continue to incur significantly increased costs and devote substantial management time as a result
of operating as a public company.
As a public company, we incur significant legal, accounting and other expenses that we did not incur
as a private company. For example, we are subject to the reporting requirements of the Securities Exchange
Act of 1934, as amended (Exchange Act), and are required to comply with the applicable requirements of
the Sarbanes-Oxley Act and the Dodd-Frank Act, as well as rules and regulations subsequently implemented
by the SEC and the New York Stock Exchange, including the establishment and maintenance of effective
disclosure and financial controls and changes in corporate governance practices. Compliance with these
requirements has increased our legal and financial compliance costs and made some activities more time
consuming and costly. Many of these costs recur annually. We have incurred, and will continue to incur,
significant expenses and devote substantial management effort toward ensuring compliance with the auditor
attestation requirements of Section 404 of the Sarbanes-Oxley Act. We may need to hire additional accounting
and financial staff with appropriate public company experience and technical accounting knowledge. We
cannot predict or estimate the amount of additional costs we may incur as a result of becoming a public
company or the timing of such costs. As a result, management’s attention may be diverted from other business
concerns, which could adversely affect our business and operating results.
43
In addition, changing laws, regulations and standards relating to corporate governance and public
disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs
and making some activities more time consuming. These laws, regulations and standards are subject to
varying interpretations, in many cases due to their lack of specificity, and as a result, their application in
practice may evolve over time as regulatory and governing bodies provide new guidance. This could result
in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions
to disclosure and governance practices. We will continue to invest resources to comply with evolving laws,
regulations and standards, and this investment may result in increased general and administrative expenses
and a diversion of management’s time and attention from revenue-generating activities to compliance
activities. If our efforts to comply with new laws, regulations and standards differ from the activities intended
by regulatory or governing bodies due to ambiguities related to their application and practice, regulatory
authorities may initiate legal proceedings against us and our business could be adversely affected.
As a result of disclosure of information as a public company, our business and financial condition
have become more visible, which we believe may result in threatened or actual litigation, including by
competitors and other third parties. If the claims are successful, our business operations and financial results
could be adversely affected, and even if the claims do not result in litigation or are resolved in our favor,
these claims, and the time and resources necessary to resolve them, could divert the resources of our
management and adversely affect our business operations and financial results. These factors could also
make it more difficult for us to attract and retain qualified employees, executive officers and members of
our board of directors.
Operating as a public company makes it more difficult and more expensive for us to obtain director
and officer liability insurance on the terms that we would like. As a result, it may be more difficult for us to
attract and retain qualified people to serve on our board of directors, our board committees or as executive
officers.
A failure to maintain adequate internal controls over our financial and management systems could cause
errors in our financial reporting, which could cause a loss of investor confidence and result in a decline
in the price of our Class A common stock.
In order to meet our reporting obligations as a public company, we must maintain effective financial
and management systems and internal controls. Moreover, the Sarbanes-Oxley Act requires, among other
things, that we maintain effective disclosure controls and procedures and internal control over financial
reporting. In order to maintain and, if required, improve our disclosure controls and procedures and internal
control over financial reporting to meet this standard, significant resources and management oversight may
be required. If we have a material weakness or deficiency in our internal control over financial reporting,
we may not detect errors on a timely basis and our financial statements may be materially misstated. Effective
internal controls are necessary for us to produce reliable financial reports and are important to prevent fraud.
As a result, our failure to maintain effective financial and management systems and internal controls could
result in errors in our financial reporting, us being subject to regulatory action and a loss of investor confidence
in the reliability of our financial statements, any of which in turn could cause the market value of our Class
A common stock to decline and adversely affect our ability to raise capital.
We are an “emerging growth company,” and we cannot be certain if the reduced disclosure requirements
applicable to emerging growth companies make our Class A common stock less attractive to investors.
We are an “emerging growth company,” as defined in the JOBS Act, and we are taking advantage
of certain exemptions from various reporting requirements that are applicable to other public companies that
are not “emerging growth companies” including, but not limited to, reduced disclosure obligations regarding
executive compensation in our periodic reports and proxy statements, and exemptions from the requirements
44
of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden
parachute payments not previously approved. We will cease to be an “emerging growth company” upon the
earliest of (i) December 31, 2019, (ii) the last day of the first fiscal year in which our annual gross revenue
is $1 billion or more, (iii) the date on which we have, during the previous rolling three-year period, issued
more than $1 billion in nonconvertible debt securities or (iv) the date on which we qualify as a “large
accelerated filer” with at least $700 million of equity securities held by non-affiliates. We cannot determine
whether investors find our Class A common stock less attractive or our company less comparable to certain
other public companies because we rely on these exemptions.
We do not intend to pay dividends for the foreseeable future.
We may not declare or pay cash dividends on our capital stock in the near future. We currently intend
to retain any future earnings to finance the operation and expansion of our business, and we do not expect
to declare or pay any dividends in the foreseeable future. Consequently, stockholders must rely on sales of
their Class A common stock after price appreciation as the only way to realize any future gains on their
investment.
If securities or industry analysts do not regularly publish or cease publishing research or reports about
us, our business or our market, or if they change their recommendations regarding our stock adversely,
or if our actual results differ significantly from our guidance, our stock price and trading volume could
decline.
The trading market for our Class A common stock will depend in part on the research and reports
that securities or industry analysts publish about us or our business. If few securities analysts maintain
coverage of us, or if industry analysts cease coverage of us, the trading price for our Class A common stock
would be negatively affected. If one or more of the analysts who cover us downgrade our Class A common
stock or publish inaccurate or unfavorable research about our business, the price of our Class A common
stock would likely decline. If one or more of these analysts cease coverage of us or fail to publish reports
on us regularly, demand for our Class A common stock could decrease, which might cause our Class A
common stock price and trading volume to decline.
In addition, from time to time, we may release earnings guidance or other forward-looking statements
in our earnings releases, earnings conference calls or otherwise regarding our future performance that
represent our management’s estimates as of the date of release. Some or all of the assumptions of any future
guidance that we furnish may not materialize or may vary significantly from actual future results. Any failure
to meet guidance or analysts’ expectations could have a material adverse effect on the trading price or trading
volume of our Class A common stock and may result in shareholder litigation.
45
Item 1B. Unresolved Staff Comments
None.
Item 2. Properties
Our corporate headquarters is located in Ames, Iowa, where we lease approximately 120,000 square
feet of office space. We also lease office facilities in eleven U.S. cities located in Arizona, Colorado, Florida,
Georgia, Illinois, Montana, New York, South Carolina, and Texas. Internationally, we lease offices in Ontario
and Saskatchewan, Canada, the Netherlands, and the United Kingdom. We believe that our properties are
generally suitable to meet our needs for the foreseeable future. In addition, to the extent we require additional
space in the future, we believe that it would be readily available on commercially reasonable terms.
Item 3. Legal Proceedings
From time to time we may become involved in legal proceedings or be subject to claims arising in
the ordinary course of our business. We are not presently a party to any legal proceedings that in the opinion
of our management, if determined adversely to us, would have a material adverse effect on our business,
financial condition, operating results or cash flows. Regardless of the outcome, litigation can have an adverse
impact on us because of defense and settlement costs, diversion of management resources and other factors.
Item 4. Mine Safety Disclosure
Not applicable.
46
Part II.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities.
Our Class A common stock is listed on the NYSE under the symbol “WK”. The following table sets
forth the range of high and low per share sales prices for our common stock as reported on the NYSE for
the periods indicated.
Year ending December 31, 2017
Fourth quarter ....................................................................... $
Third quarter ......................................................................... $
Second quarter ...................................................................... $
First quarter........................................................................... $
Year ending December 31, 2016
Fourth quarter ....................................................................... $
Third quarter ......................................................................... $
Second quarter ...................................................................... $
First quarter........................................................................... $
Prices
High
Low
23.70 $
21.05 $
20.15 $
16.20 $
18.11 $
19.04 $
14.05 $
17.48 $
20.60
18.35
15.40
12.15
12.65
13.19
11.14
10.92
Our Class B common stock is not listed or traded on any stock exchange.
Stockholders
As of December 31, 2017, there were approximately 175 stockholders of record of our Class A
common stock as well as 13 stockholders of record of our Class B common stock.
Dividends
We have never declared or paid cash dividends on our capital stock. We currently intend to retain
any future earnings and do not expect to pay any dividends on our capital stock. Any future determination
to pay dividends on our capital stock will be at the discretion of our board of directors and will depend on
our financial condition, results of operations, capital requirements and other factors that our board of directors
considers relevant. In addition, our credit facility with Silicon Valley Bank restricts our ability to pay
dividends. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations
—Liquidity and Capital Resources” for a summary of the material terms of our credit facility.
Stock Performance Graph
The following shall not be deemed incorporated by reference into any of our other filings under
the Securities Exchange Act of 1934, as amended, or the Securities Act of 1933, as amended.
The graph below compares the cumulative total stockholder return on our Class A common stock
with the cumulative total return on the Standard & Poor’s 500 Index and the Nasdaq Computer Index. The
chart assumes $100 was invested at the close of market on December 12, 2014, in the Class A common
stock of Workiva Inc., the S&P 500 Index and the Nasdaq Computer Index, and assumes the reinvestment
of any dividends.
The comparisons in the graph below are based upon historical data and are not indicative of, nor
intended to forecast, future performance of our Class A common stock.
47
Use of Proceeds from Public Offerings of Common Stock
On December 17, 2014, we closed our initial public offering of 7,200,000 shares of Class A common
stock at a price to the public of $14.00 per share. The offer and sale of all of the shares in the initial public
offering were registered under the Securities Act pursuant to a registration statement on Form S-1 (File No.
333-199459), which was declared effective by the SEC on December 11, 2014.
There has been no material change in the planned use of proceeds from our initial public offering
as described in our final prospectus filed with the SEC pursuant to Rule 424(b) under the Securities Act on
December 12, 2014. Pending the uses described in our prospectus, we have invested the net proceeds in
money market funds and marketable securities. We have also repaid a $2.0 million forgivable loan with
proceeds from our initial public offering, allowing us to cancel letters of credit in the amount that served as
security for the forgivable loan.
48
Issuer Purchases of Equity Securities
The following table provides information about purchases of shares of our Class A common stock
during the three months ended December 31, 2017 related to shares withheld upon vesting of restricted
stock awards for tax withholding obligations:
Date
October 2017
November 2017
December 2017
Total
Total Number of
Shares
Purchased (1)
Average Price
Paid Per Share
—
8,445
—
8,445
$
$
—
22.35
—
22.35
Total Number of
Shares
Purchased as
Part of Publicly
Announced
Program
Maximum
Number (or
Approximate
Dollar Value) of
Shares that May
Yet Be
Purchased
Under Program
—
—
—
—
—
—
—
—
(1) Total number of shares delivered to us by employees to satisfy the mandatory tax withholding requirement
upon vesting of stock-based compensation awards.
49
Item 6. Selected Consolidated Financial Data
The following selected consolidated financial data for the years ended December 31, 2017, 2016
and 2015 and the selected consolidated balance sheet data as of December 31, 2017 and 2016 are derived
from our audited consolidated financial statements included elsewhere in this Form 10-K. The following
selected consolidated financial data for the years ended December 31, 2014 and 2013, and the selected
consolidated balance sheet data as of December 31, 2015, 2014 and 2013 are derived from our audited
consolidated financial statements not included in this Form 10-K. Our historical results are not necessarily
indicative of the results to be expected in the future.
Consolidated Statement of Operations Data
2017
Year ended December 31,
2015
(in thousands, except share and per share information)
2014
2016
2013
Revenue
Subscription and support............................ $
Professional services..................................
Total revenue ................................................
Cost of revenue
Subscription and support(1) ........................
Professional services(1)...............................
Total cost of revenue ....................................
Gross profit...................................................
Operating expenses
Research and development(1) .....................
Sales and marketing(1) ................................
General and administrative(1) .....................
Total operating expenses ..............................
Loss from operations ....................................
Interest expense ............................................
Other income and (expense), net(2)...............
Loss before provision for income taxes .......
Provision (benefit) for income taxes ............
Net loss......................................................... $
Net loss per common share:
169,283
$
143,120
$
116,288
$
91,317
$
38,586
207,869
35,526
178,646
28,984
145,272
21,377
112,694
32,646
27,599
60,245
27,895
23,730
51,625
22,559
17,645
40,204
147,624
127,021
105,068
68,172
84,161
39,594
191,927
(44,303)
(1,845)
1,783
(44,365)
61
(44,426) $
57,438
80,466
32,695
170,599
(43,578)
(1,875)
1,500
(43,953)
24
(43,977) $
50,466
69,569
28,716
148,751
(43,683)
(2,025)
2,302
(43,406)
(7)
(43,399) $
21,182
12,696
33,878
78,816
44,145
53,498
19,783
117,426
(38,610)
(2,044)
(468)
(41,122)
32
(41,154) $
65,164
19,987
85,151
15,129
9,520
24,649
60,502
34,116
41,067
14,601
89,784
(29,282)
(366)
104
(29,544)
—
(29,544)
Basic and diluted........................................ $
Weighted-average common shares
outstanding - basic and diluted .................. 41,618,838
(1.07) $
(1.08) $
(1.09) $
(1.28) $
(0.94)
40,671,133
39,852,624
32,156,060
31,376,603
50
(1) Stock-based compensation expense included in these line items is as follows:
2017
2016
Year ended December 31,
2015
(in thousands)
2014
2013
Cost of revenue
Subscription and support ..................... $
Professional services ...........................
$
738
465
$
493
411
$
363
349
$
502
337
200
171
Operating expenses
Research and development ..................
Sales and marketing.............................
General and administrative..................
2,224
2,983
13,066
2,365
2,075
8,903
1,924
1,727
6,637
1,757
1,241
3,548
762
799
1,438
Total stock-based compensation
expense.............................................. $
19,476
$
14,247
$
11,000
$
7,385
$
3,370
(2) During December 2015, we resolved all contingencies associated with a government grant agreement
resulting in higher government grant income recorded to “Other income and (expense), net” for the year ended
December 31, 2015. See Note 5, Commitments and Contingencies, to the Consolidated Financial Statements.
Consolidated Balance Sheet Data
Cash and cash equivalents............................ $
Working capital, excluding deferred
revenue and deferred government grant
obligation......................................................
Total assets ...................................................
Deferred revenue, current and long term .....
Total current liabilities..................................
Total non-current liabilities ..........................
Total stockholders’ (deficit) equity...............
Total members’ (deficit) ...............................
2017
2016
December 31,
2015
(in thousands)
2014
2013
60,333
$
51,281
$
58,750
$
101,131
$
15,515
90,852
157,715
127,393
129,341
45,308
(16,934)
—
75,193
143,143
97,501
99,887
46,381
(3,125)
—
70,520
143,895
63,338
84,084
34,092
25,719
—
94,740
164,551
56,276
66,730
42,002
55,819
—
19,926
73,944
36,385
43,425
37,306
—
(6,787)
51
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition and results of our operations should be read
in conjunction with the consolidated financial statements and related notes included elsewhere in this Annual Report.
In addition to historical consolidated financial information, this discussion contains forward-looking statements that
involve risks and uncertainties. Our actual results could differ materially from those discussed below. Factors that
could cause or contribute to these differences include, but are not limited to, those identified below, and those discussed
in “Section 1A. Risk Factors” included elsewhere in this Annual Report.
Overview
Workiva provides Wdesk, an intuitive cloud platform that modernizes how customers work with
business data at thousands of organizations. Wdesk is built on a data management engine, offering controlled
collaboration, data connections, granular permissions and a full audit trail. Wdesk helps mitigate risk,
improves productivity and gives users confidence in their data-driven decisions. As of December 31, 2017,
we provided our solutions to more than 3,000 enterprise customers, including more than 70% of Fortune
500 companies.(1)
Our scalable, enterprise-grade data engine enables users to collect, aggregate and manage their
unstructured and structured data in Wdesk. Although our Wdesk platform is used for hundreds of different
use cases across public and private companies, state and local governments and universities, we are currently
focusing our sales and marketing resources to expand the use of Wdesk in four areas: finance and accounting,
audit and internal controls, risk and compliance and performance and management reporting.
We operate our business on a software-as-a-service (SaaS) model. Customers enter into quarterly,
annual and multi-year subscription contracts to gain access to Wdesk. Our subscription fee includes the use
of our software and technical support. Our pricing is based primarily on the number of corporate entities,
number of users, level of customer support and length of contract. Our pricing model is scaled to the number
of users, so the subscription price per user typically decreases as the number of users increases. We charge
customers additional fees primarily for document setup and XBRL tagging services. We generate sales
primarily through our direct sales force and, to a lesser extent, our customer success and professional services
teams. In addition, we augment our direct-sales channel with partnerships. Our advisory and service partners
offer a wider range of domain and functional expertise that broadens the capabilities of Wdesk, bringing
scale and support to customers and prospects. Our technology partners enable more data and process
integrations to help customers connect critical transactional systems directly to Wdesk, which becomes a
central repository of trusted data, with powerful linking, auditability and control features.
Our integrated platform, subscription-based model and exceptional customer support have
contributed to a low rate of customer turnover while achieving strong revenue growth. Our subscription and
support revenue retention rate was 96.0% (excluding add-on seats) for the twelve months ended December 31,
2017.
We continue to invest in the development of our solutions, infrastructure and sales and marketing
to drive long-term growth. Our full-time employee headcount expanded to 1,318 at December 31, 2017 from
1,172 at December 31, 2016, an increase of 12.5%.
We have achieved significant revenue growth in recent periods. Our revenue grew to $207.9 million
in 2017 from $178.6 million in 2016, an increase of 16.4%. We incurred net losses of $44.4 million and
$44.0 million in 2017 and 2016, respectively.
(1) Claim not confirmed by FORTUNE or Time Inc. FORTUNE 500 is a registered trademark of Time Inc. and is used under license. FORTUNE
and Time Inc. are not affiliated with, and do not endorse products or services of, Workiva Inc.
52
We adopted the guidance codified in ASC 606, Revenue Recognition - Revenue from Contracts with
Customers (ASU 2014-09) effective January 1, 2018. We expect the application of this guidance will result
in timing and presentation changes affecting our consolidated balance sheet and statement of operations,
including acceleration of our professional services revenue for certain contracts; longer deferral of the
incremental costs of obtaining a contract; and increases in accounts receivable, deferred revenue and accrued
expenses and other current liabilities. We will record a one-time adjustment to the opening balance of our
accumulated deficit as of January 1, 2018 to adjust for these items. We do not expect the adoption of this
standard to impact our total cash flows from operations. Refer to Note 1 of the notes to the consolidated
financial statements for additional details of our evaluation of ASU 2014-09.
On December 22, 2017, the U.S. federal government enacted legislation commonly referred to as
the “Tax Cuts and Jobs Act” (the “TCJA”). The TCJA makes widespread changes to the Internal Revenue
Code, including, among other items, the reduction in the federal corporate statutory tax rate from 35% to
21% and the introduction of a new international “Global Intangible Low-Taxed Income” (“GILTI”) regime,
both effective January 1, 2018. Please refer to Notes 1 and 11 of the notes to consolidated financial statements
for additional details of the impact of the TCJA.
Key Factors Affecting Our Performance
Generate Growth From Existing Customers. Wdesk can exhibit a powerful network effect within
an enterprise, meaning that the usefulness of our platform attracts additional users and more data. As more
employees in an enterprise use Wdesk, additional opportunities for collaboration and automation drive
demand among their colleagues for add-on seats. Expansion within current customers includes adding users
for both existing solutions and new use cases.
Pursue New Customers. Our first software solution enabled customers to streamline and automate
their SEC regulatory filing process. In 2013, we began expanding into additional markets that were faced
with managing large, complex processes with many contributors and disparate sets of business data. We now
sell to new customers in the areas of finance and accounting, risk and compliance, audit and internal controls
and performance and management reporting. We intend to continue to build our sales and marketing
organization and leverage our brand equity to attract new customers.
Offer More Solutions. We intend to introduce new solutions to continue to meet growing demand
for our Wdesk platform. Our close and trusted relationships with our customers are a source for new use
cases, features and solutions. We have a disciplined process for tracking, developing and releasing new
solutions that are designed to have immediate, broad applicability; a strong value proposition and a high
return on investment for both Workiva and our customers. Our advance planning team assesses customer
needs, conducts industry-based research and defines new markets. This vetting process involves our sales,
product marketing, customer success, professional services, research and development, finance and senior
management teams.
Expand Across Enterprises. Our success in delivering multiple solutions has created demand from
customers for a broader-based, enterprise-wide Wdesk platform. In response, we have been improving our
technology and realigning sales and marketing to capitalize on our growing enterprise-wide opportunities.
We believe this expansion will add seats and revenue and continue to support our high revenue retention
rates. However, we expect that enterprise-wide deals will be larger and more complex, which tend to lengthen
the sales cycle.
Add Partners. In 2017, we continued to add more partners. Our consulting and accounting partners
offer a broader range of services that leverage the capabilities of Wdesk. Our technology partners enable
data connections and process integrations to further streamline critical business functions as we capitalize
on growing Wdesk demand for broader-based, enterprise-wide opportunities.
53
Investment in growth. We plan to continue to invest in the development of our Wdesk platform to
enhance our current offerings and build new features. In addition, we expect to continue to invest in our
sales, marketing, professional services and customer success organizations to drive additional revenue and
support the needs of our growing customer base. Investments we make in our sales and marketing and
research and development organizations will occur in advance of experiencing any benefits from such
investments. As a result, we expect our total operating expenses to increase.
Seasonality. Our revenue from professional services has some degree of seasonality. Many of our
customers employ our professional services just before they file their Form 10-K, often in the first calendar
quarter. As of December 31, 2017, approximately 78% of our SEC customers report their financials on a
calendar-year basis. As our non-SEC offerings continue to grow, we expect our professional services revenue
to continue to become less seasonal. Our sales and marketing expense also has some degree of seasonality.
Sales and marketing expense is generally higher in the third quarter since we hold our annual user conference
in September. In addition, the timing of the payments of cash bonuses to employees during the first and
fourth calendar quarters may result in some seasonality in operating cash flow.
Key Performance Indicators
2017
Year ended December 31,
2016
(dollars in thousands)
2015
Financial metrics
Total revenue..................................................................................... $
Year-over-year percentage increase in total revenue ......................
Subscription and support revenue ..................................................... $
207,869
16.4%
169,283
$
$
178,646
23.0%
143,120
$
$
145,272
28.9%
116,288
Year-over-year percentage increase in subscription and support
revenue............................................................................................
Subscription and support as a percent of total revenue ..................
18.3%
81.4%
23.1%
80.1%
27.3%
80.0%
As of December 31,
2016
2015
2017
Operating metrics
Number of customers ........................................................................
Subscription and support revenue retention rate...............................
Subscription and support revenue retention rate including add-ons .
3,063
96.0%
107.6%
2,772
95.4%
107.4%
2,524
95.8%
112.5%
Total customers. We believe total number of customers is a key indicator of our financial success
and future revenue potential. We define a customer as an entity with an active subscription contract as of
the measurement date. Our customer is typically a parent company or, in a few cases, a significant subsidiary
that works with us directly. Companies with publicly listed securities account for a substantial majority of
our customers.
Subscription and support revenue retention rate. We calculate our subscription and support revenue
retention rate by annualizing the subscription and support revenue recorded in the first month of the
measurement period for only those customers in place throughout the entire measurement period, thereby
excluding any attrition. We divide the result by the annualized subscription and support revenue in the first
month of the measurement period for all customers in place at the beginning of the measurement period.
The measurement period is based on the trailing twelve months.
54
Our subscription and support revenue retention rate was 96.0% at the December 2017 measurement
date, up from 95.4% as of December 2016. We believe that our success in maintaining a high rate of revenue
retention is attributable primarily to our robust technology platform and strong customer service. Customers
being acquired or otherwise ceasing to file SEC reports have been the largest contributing factor to our
revenue attrition.
Subscription and support revenue retention rate including add-ons. Add-on revenue includes the
change in both seats purchased and seat pricing for existing customers. We calculate our subscription and
support revenue retention rate including add-ons by annualizing the subscription and support revenue
recorded in the last month of the measurement period for only those customers in place throughout the entire
measurement period. We divide the result by the annualized subscription and support revenue in the first
month of the measurement period for all customers in place at the beginning of the measurement period.
The measurement period is based on the trailing twelve months.
Our subscription and support revenue retention rate including add-ons was 107.6% at the December
2017 measurement date, up from 107.4% as of December 2016.
Components of Results of Operations
Revenue
We generate revenue through the sale of subscriptions to our cloud-based software and the delivery
of professional services. We serve a wide range of customers in many industries, and our revenue is not
concentrated with any single customer or small group of customers. For each of the years ended December 31,
2017, 2016 and 2015, no single customer represented more than 1% of our revenue, and our largest ten
customers accounted for less than 5% of our revenue in the aggregate.
We generate sales directly through our sales force and partners. We also identify some sales
opportunities with existing customers through our customer success and professional services teams.
Our customer contracts typically range in length from three to 36 months. Our arrangements do not
contain general rights of return. We typically invoice our customers for subscription fees in advance on a
quarterly, annual, two-year or three-year basis, with payment due at the start of the subscription term. We
plan to convert a substantial majority of our remaining quarterly contracts to annual terms over the next
twelve months. In addition, we continue to offer limited incentives for customers to enter into contract terms
of more than one year, typically for terms of two or three years. Unpaid invoice amounts for services starting
in future periods are excluded from accounts receivable and deferred revenue. Invoiced amounts are reflected
as accounts receivable once we have initiated services with an offset to deferred revenue or revenue depending
on whether the revenue recognition criteria have been met. At December 31, 2017, deferred revenue was
$127.4 million. Estimated future recognition from deferred revenue at December 31, 2017 was $104.7 million
in 2018, $18.3 million in 2019, and $4.4 million in 2020.
Subscription and Support Revenue. We recognize the aggregate minimum subscription and support
fees ratably on a straight-line basis over the subscription term, provided that an enforceable contract has
been signed by both parties, access to our SaaS solutions has been granted to the customer, the fee for the
subscription and support is fixed or determinable, and collection is reasonably assured.
Professional Services Revenue. We believe our professional services facilitate the sale of our
subscription service to certain customers. To date, most of our professional services have consisted of
document set up, XBRL tagging, and consulting with our customers on business processes and best practices
for using Wdesk. Our professional services are not required for customers to utilize our solution. We recognize
revenue for our professional services contracts when the services are performed.
55
Cost of Revenue
Cost of revenue consists primarily of personnel and related costs directly associated with our
professional services, customer success teams and training personnel, including salaries, benefits, bonuses,
and stock-based compensation; the costs of contracted third-party vendors; the costs of server usage by our
customers; information technology costs; and facility costs. Costs of server usage are comprised primarily
of fees paid to Google Cloud Platform and Amazon Web Services.
Sales and Marketing Expenses
Sales and marketing expenses consist primarily of personnel and related costs, including salaries,
benefits, bonuses, commissions, travel, and stock-based compensation. Other costs included in this expense
are marketing and promotional events, our annual user conference, online marketing, product marketing,
information technology costs, and facility costs. We capitalize and amortize sales commissions that are
directly attributable to a contract over the lesser of twelve months or the non-cancelable term of the customer
contract based on the terms of our commission arrangements.
Research and Development Expenses
Research and development expenses consist primarily of personnel and related costs, including
salaries, benefits, bonuses, and stock-based compensation; costs of server usage by our developers;
information technology costs; and facility costs.
General and Administrative Expenses
General and administrative expenses consist primarily of personnel and related costs for our
executive, finance, legal, human resources, and administrative personnel, including salaries, benefits,
bonuses, and stock-based compensation; legal, accounting, and other professional service fees; other
corporate expenses; information technology costs; and facility costs.
56
Results of Operations
The following table sets forth selected consolidated statement of operations data for each of the
periods indicated:
2017
Year ended December 31,
2016
(in thousands)
2015
Revenue
Subscription and support................................................................... $
Professional services .........................................................................
Total revenue .......................................................................................
Cost of revenue
Subscription and support(1)................................................................
Professional services(1) ......................................................................
Total cost of revenue............................................................................
Gross profit..........................................................................................
Operating expenses
Research and development(1).............................................................
Sales and marketing(1) .......................................................................
General and administrative(1) ............................................................
Total operating expenses .....................................................................
Loss from operations ...........................................................................
Interest expense.................................................................................
Other income, net ..............................................................................
Loss before provision for income taxes...............................................
Provision (benefit) for income taxes ...................................................
Net loss ................................................................................................ $
$
169,283
38,586
207,869
$
143,120
35,526
178,646
116,288
28,984
145,272
32,646
27,599
60,245
27,895
23,730
51,625
22,559
17,645
40,204
147,624
127,021
105,068
68,172
84,161
39,594
191,927
(44,303)
(1,845)
1,783
(44,365)
61
(44,426) $
57,438
80,466
32,695
170,599
(43,578)
(1,875)
1,500
(43,953)
24
(43,977) $
50,466
69,569
28,716
148,751
(43,683)
(2,025)
2,302
(43,406)
(7)
(43,399)
(1) Stock-based compensation expense included in these line items was as follows:
2017
Year ended December 31,
2016
(in thousands)
2015
Cost of revenue
Subscription and support .................................................... $
Professional services...........................................................
$
738
465
$
493
411
Operating expenses
Research and development .................................................
Sales and marketing............................................................
General and administrative .................................................
Total stock-based compensation expense......................... $
2,224
2,983
13,066
19,476
$
2,365
2,075
8,903
14,247
$
363
349
1,924
1,727
6,637
11,000
57
The following table sets forth our consolidated statement of operations data as a percentage of
revenue for each of the periods indicated:
Year ended December 31,
2016
2015
2017
Revenue
Subscription and support...................................................................
Professional services .........................................................................
Total revenue .......................................................................................
Cost of revenue
Subscription and support...................................................................
Professional services .........................................................................
Total cost of revenue............................................................................
Gross profit..........................................................................................
Operating expenses
Research and development................................................................
Sales and marketing ..........................................................................
General and administrative ...............................................................
Total operating expenses .....................................................................
Loss from operations ...........................................................................
Interest expense ...................................................................................
Other income and (expense), net .........................................................
Loss before provision for income taxes...............................................
Provision (benefit) for income taxes ...................................................
Net loss ................................................................................................
Revenue
Comparison of Years Ended December 31, 2017 and 2016
81.4 %
18.6
100.0
80.1 %
19.9
100.0
80.0 %
20.0
100.0
15.7
13.3
29.0
71.0
32.8
40.5
19.0
92.3
(21.3)
(0.9)
0.9
(21.3)
—
(21.3)%
15.6
13.3
28.9
71.1
32.2
45.0
18.3
95.5
(24.4)
(1.0)
0.8
(24.6)
—
(24.6)%
15.5
12.1
27.6
72.4
34.7
47.9
19.8
102.4
(30.0)
(1.4)
1.6
(29.8)
—
(29.8)%
Year ended December 31,
2017
2016
(dollars in thousands)
Period-to-period change
% Change
Amount
Revenue
Subscription and support ......................................... $
Professional services ...............................................
Total revenue......................................................... $
169,283
38,586
207,869
$
$
143,120
35,526
178,646
$
$
26,163
3,060
29,223
18.3%
8.6%
16.4%
Total revenue increased $29.2 million in 2017 compared to 2016 due primarily to the increase in
subscription and support revenue of $26.2 million. Of the total increase in subscription and support revenue,
27.7% represented revenue from new customers acquired after December 31, 2016 and 72.3% represented
revenue from existing customers at or prior to December 31, 2016. The total number of our customers
increased 10.5% from December 31, 2016 to December 31, 2017. The growth in professional services
revenue was attributable primarily to increased XBRL services. Professional services revenue increased at
a slower rate than subscription and support revenue in 2017 compared to 2016. As our customers become
familiar with our platform, they typically become more self sufficient and require fewer professional services.
We expect the revenue growth rate from subscription and support to continue to outpace revenue growth
from professionals services on an annual basis.
58
Comparison of Years Ended December 31, 2016 and 2015
Year ended December 31,
Period-to-period change
2016
2015
(dollars in thousands)
Amount
% Change
Revenue
Subscription and support ......................................... $
Professional services ...............................................
Total revenue......................................................... $
143,120
35,526
178,646
$
$
116,288
28,984
145,272
$
$
26,832
6,542
33,374
23.1%
22.6%
23.0%
Total revenue increased $33.4 million in 2016 compared to 2015 due primarily to the increase in
subscription and support revenue of $26.8 million. The growth in professional services revenue was
attributable mainly to increased consulting and services related to our non-SEC use cases. Of the total increase
in subscription and support revenue, 23.5% represented revenue from new customers acquired
from existing customers at or prior
after December 31, 2015 and 76.5% represented
to December 31, 2015. The
increased 9.8% from December 31,
2015 to December 31, 2016.
total number of our customers
revenue
Cost of Revenue
Comparison of Years Ended December 31, 2017 and 2016
Year ended December 31,
2017
2016
Period-to-period change
% Change
Amount
(dollars in thousands)
Cost of revenue
Subscription and support ......................................... $
Professional services ...............................................
Total cost of revenue ............................................. $
32,646
27,599
60,245
$
$
27,895
23,730
51,625
$
$
4,751
3,869
8,620
17.0%
16.3%
16.7%
Cost of revenue increased $8.6 million in 2017 compared to 2016, due primarily to an increase in
headcount, employee compensation, benefits and travel costs of $7.5 million and an increase in server usage
costs of $0.7 million to support our expanding customer base. Subscription and support expense
rose 17.0% in the year ended December 31, 2017 compared to the prior year due primarily to increases in
headcount, employee compensation, and server expenses used to support our expanding customer base.
Professional services expense increased 16.3% in the year ended December 31, 2017 versus the prior year
due primarily to an increase in headcount, employee compensation and travel expense related to fulfilling
demand for XBRL services and non-SEC consulting services.
59
Comparison of Years Ended December 31, 2016 and 2015
Year ended December 31,
2016
2015
Period-to-period change
% Change
Amount
(dollars in thousands)
Cost of revenue
Subscription and support ......................................... $
Professional services ...............................................
Total cost of revenue ............................................. $
27,895
23,730
51,625
$
$
22,559
17,645
40,204
$
$
5,336
6,085
11,421
23.7%
34.5%
28.4%
Cost of revenue increased $11.4 million in 2016 compared to 2015, due primarily to an increase in
headcount, employee compensation, benefits and travel costs of $9.1 million, an increase in other support
costs of $1.3 million, and an increase in server usage costs of $1.3 million. Subscription and support expense
rose 23.7% in the year ended December 31, 2016 compared to the prior year due primarily to increases in
headcount, employee compensation, and server expenses used to support our expanding customer base.
Professional services expense increased 34.5% in the year ended December 31, 2016 versus the prior year
due primarily to an increase in headcount, employee compensation and travel expense related to fulfilling
increased demand for our non-SEC consulting services.
Operating Expenses
Comparison of Years Ended December 31, 2017 and 2016
Year ended December 31,
2017
2016
Period-to-period change
% Change
Amount
(dollars in thousands)
Operating expenses
Research and development ...................................... $
Sales and marketing.................................................
General and administrative......................................
68,172
$
57,438
$
10,734
84,161
39,594
80,466
32,695
3,695
6,899
Total operating expenses ....................................... $
191,927
$
170,599
$
21,328
18.7%
4.6%
21.1%
12.5%
Research and Development
Research and development expenses increased $10.7 million in 2017 compared to 2016 due primarily
to $6.5 million in higher headcount, cash-based compensation, benefits, and travel costs and a $3.1 million
increase in professional services expense related to an increase in technology consultants. We continue to
dedicate resources to developing the next generation of Wdesk, which has resulted in higher headcount and
additional consultants in research and development. In addition, the cost of server usage included in research
and development increased $0.7 million during 2017 compared to 2016.
Sales and Marketing
Sales and marketing expenses increased $3.7 million in 2017 compared to 2016 due primarily to
$4.9 million in higher employee compensation, benefits and travel costs. The increase in these costs was
offset partially by a decline in vendor fees of $0.6 million related to a reduction in consulting and vendor
created content and a $0.3 million in software expenses.We expect to continue to invest in sales and marketing
employees for future revenue growth.
60
General and Administrative
General and administrative expenses rose $6.9 million in 2017 compared to 2016 due primarily to
higher headcount and additional cash-based compensation, benefits, and travel costs of $3.4 million and
employee stock-based compensation of $4.0 million. In the fourth quarter of 2017, we recorded an additional
$400,000 and $1.5 million of cash-based and equity-based compensation, respectively, from certain severance
arrangements. The remaining increase in personnel-related costs was driven primarily by a rise in headcount
to support the growth of our business and regulatory compliance. The remaining increase in stock-based
compensation was driven primarily by restricted stock grants to executive officers in February 2015, January
2016, and January 2017 with a vesting term of three years, as well as stock option grants to executive officers
in February 2016 and 2017 with a vesting term of three years.
Comparison of Years Ended December 31, 2016 and 2015
Year ended December 31,
2016
2015
Period-to-period change
% Change
Amount
(dollars in thousands)
Operating expenses
Research and development ...................................... $
Sales and marketing.................................................
General and administrative......................................
57,438
$
50,466
$
80,466
32,695
69,569
28,716
Total operating expenses ....................................... $
170,599
$
148,751
$
6,972
10,897
3,979
21,848
13.8%
15.7%
13.9%
14.7%
Research and Development
Research and development expenses
to 2015 due
primarily to $6.7 million in higher employee compensation, benefits, and travel costs. We continued to
dedicate resources to enhance our Wdesk platform, which resulted in higher headcount in research and
development.
increased $7.0 million in 2016 compared
Sales and Marketing
Sales and marketing expenses increased $10.9 million in 2016 compared to 2015 due primarily
to $11.5 million in higher employee compensation, benefits and travel costs. The increase in these costs was
offset partially by a decline in professional service fees of $0.9 million related to consulting, recruiting and
training.
General and Administrative
General and administrative expenses rose $4.0 million in 2016 compared to 2015 due primarily to
higher employee cash-based compensation, benefits, and travel costs of $1.0 million and additional
employee stock-based compensation of $2.8 million. The increase in personnel-related costs was driven
primarily by a rise in headcount to support the growth of our business. Higher stock-based compensation
expense was driven primarily by restricted stock grants to executive officers in February 2015 and January
2016 with a vesting term of three years, as well as stock option grants to executive officers in February 2016
with a vesting term of three years.
61
Non-Operating Income (Expenses)
Comparison of Years Ended December 31, 2017 and 2016
Year ended December 31,
2017
2016
(dollars in thousands)
(1,875) $
1,500
(1,845) $
1,783
Period-to-
period
change
Amount
30
283
Interest expense................................................................................. $
Other income, net ..............................................................................
Interest Expense and Other Income, Net
Interest expense remained relatively flat during the year ended December 31, 2017 compared to the
prior year.
Other income, net increased $0.3 million in 2017 compared to 2016 due to increases in interest
income and in the amount recognized related to our job training reimbursement program. These increases
were partially offset by losses on foreign currency transactions.
Comparison of Years Ended December 31, 2016 and 2015
Year ended December 31,
2016
2015
Period-to-
period
change
Amount
Interest expense................................................................................. $
Other income, net ..............................................................................
Interest Expense and Other Income, Net
(dollars in thousands)
(2,025) $
2,302
(1,875) $
1,500
150
(802)
Interest expense remained relatively flat during the year ended December 31, 2016 compared to the
same period a year ago.
Other income, net decreased $0.8 million in 2016 compared to 2015 due to recognition in 2015 of
our deferred government grant obligation relating to our 2011 Iowa Economic Development award
of $1.6 million. This decrease was partially offset by an increase of $0.4 million in the amount recognized
related to our job training reimbursement program resulting from the amounts diverted and paid to the
community college in the periods.
Quarterly Results of Operations
See “Unaudited Quarterly Results of Operations” included in Note 13 of this Annual Report on Form
10-K for the unaudited quarterly results of operations for the years ended December 31, 2017 and 2016.
62
Liquidity and Capital Resources
Cash flow provided by (used in) operating activities.......................... $
Cash flow (used in) provided by investing activities ..........................
Cash flow provided by (used in) financing activities..........................
Net increase (decrease) in cash and cash equivalents, net of impact
of exchange rates ................................................................................. $
2017
Year ended December 31,
2016
(in thousands)
$
2015
5,520
(6,473)
9,822
(10,369) $
3,805
(895)
(21,592)
(19,777)
(1,102)
9,052
$
(7,469) $
(42,381)
As of December 31, 2017, our cash, cash equivalents, and marketable securities totaled $76.7 million.
To date, we have financed our operations primarily through the proceeds of our initial public offering, private
placements of equity, debt that was settled in equity and cash from operating activities. We have generated
significant operating losses and negative cash flows from operating activities as reflected in our accumulated
deficit and consolidated statements of cash flows. We expect to continue to incur operating losses and may
incur negative cash flows from operations in the future. As a result, we may require additional capital resources
to continue to grow our business. We believe that current cash and cash equivalents, cash flows from operating
activities, availability under our existing credit facility and the ability to offer and sell securities pursuant to
our shelf registration statement will be sufficient to fund our operations for at least the next twelve months.
In August 2014, we entered into a $15.0 million credit facility with Silicon Valley Bank. Borrowing
capacity is equal to the most recent month’s subscription and support revenue multiplied by a percentage
that adjusts based on the prior quarter’s customer retention rate. The credit facility can be used to fund
working capital and general business requirements. The credit facility is secured by all of our assets, has
first priority over our other debt obligations, and requires us to maintain certain financial covenants, including
the maintenance of at least $5.0 million of cash on hand or unused borrowing capacity. The credit facility
contains certain restrictive covenants that limit our ability to transfer or dispose of assets, merge with other
companies or consummate certain changes of control, acquire other companies, pay dividends, incur
additional indebtedness and liens, effect changes in management and enter into new businesses. The credit
facility has a variable interest rate equal to the bank’s prime lending rate with interest payable monthly and
the principal balance due at maturity. The credit facility matures in August 2018, and no amount was
outstanding under the credit facility as of December 31, 2017.
We filed a universal shelf registration statement on Form S-3 with the SEC that became effective
August 10, 2017. Under the shelf registration statement, we may offer and sell, from time to time in the
future in one or more public offerings, our Class A common stock, preferred stock, debt securities, warrants,
rights and units. The aggregate initial offering price of all securities sold by us under the shelf registration
statement will not exceed $250.0 million.
Operating Activities
For the year ended December 31, 2017, cash provided by operating activities was $5.5 million. The
primary factors affecting our operating cash flows during the period were our net loss of $44.4 million,
adjusted for non-cash charges of $3.5 million for depreciation and amortization of our property and equipment
and intangible assets, $19.5 million of stock-based compensation, and $1.6 million for recognition of other
income from government grants. The primary drivers of the changes in operating assets and liabilities were
a $5.5 million increase in accounts receivable and a $0.8 million decrease in accrued expenses and other
liabilities offset by a $29.4 million increase in deferred revenue, a $3.0 million decrease in prepaid expenses,
and a $2.2 million increase in accounts payable. Short-term deferred revenue from subscription and support
63
revenue
contracts increased $28.1 million from December 31, 2016 to December 31, 2017. Long-term deferred
revenue from subscription and support contracts increased by $1.2 million from December 31, 2016
to December 31, 2017. Short-term deferred
increased
by $0.1 million from December 31, 2016 to December 31, 2017. Customer growth and contract renewals
for longer terms accounted for most of the increase in deferred revenue. The increase in accounts receivable
was attributable primarily to the timing of our billings and cash collections. The decrease in accrued expenses
and other liabilities was due primarily to the timing of year-end bonus payments for 2017, as we moved the
payment of bonuses to eligible non-executive employees from January to December. The decrease in prepaid
expenses was due primarily to timing of payments relating to cloud infrastructure services and our annual
user conference. The increase in accounts payable was attributable primarily to the timing of our cash
payments.
from professional
services
in
accounts
receivable,
a $0.7 million increase
For the year ended December 31, 2016, cash used in operating activities was $10.4 million. The
primary factors affecting our operating cash flows during the period were our net loss of $44.0 million,
adjusted for non-cash charges of $3.8 million for depreciation and amortization of our property and equipment
and intangible assets, $14.2 million of stock-based compensation, and $1.1 million for recognition of other
income from government grants. The primary drivers of the changes in operating assets and liabilities were
a $7.1 million increase
receivables,
a $5.5 million increase in prepaid expenses, and a $3.9 million decrease in accounts payable, offset by
a $34.2 million increase in deferred revenue. Short-term deferred revenue from subscription and support
contracts increased $18.9 million from December 31, 2015 to December 31, 2016. Long-term deferred
increased by $13.8 million from December 31,
revenue from subscription and support contracts
2015 to December 31, 2016. Short-term deferred revenue from professional services
increased
by $1.4 million from December 31, 2015 to December 31, 2016. Customer growth and contract renewals
for longer terms accounted for most of the increase in deferred revenue. The increase in accounts receivable
was attributable primarily to the timing of our billings and cash collections. The increase in other receivables
was due primarily to timing of health care insurance reimbursements. The increase in prepaid expenses was
due to purchasing server capacity upfront, an upfront payment for our 2017 annual user conference and to
the timing of rent and travel payments. The decrease in accounts payable was attributable primarily to the
timing of our cash payments.
in other
Investing Activities
Cash used in investing activities of $6.5 million for the year ended December 31, 2017 was due
primarily to $14.4 million for the purchase of marketable securities and $1.2 million of capital expenditures,
partially offset by $9.3 million from the maturities of marketable securities. Our capital expenditures were
associated primarily with computer equipment and furniture and fixtures in support of expanding our
infrastructure and work force.
Cash provided by investing activities of $3.8 million for the year ended December 31, 2016 was due
primarily to $1.3 million for the purchase of marketable securities and $1.9 million of capital expenditures,
more than offset by proceeds of $7.2 million from the sale of marketable securities. Our capital expenditures
were associated primarily with leasehold improvements, computer equipment, and furniture and fixtures in
support of expanding our infrastructure and work force.
Financing Activities
Cash provided by financing activities of $9.8 million for the year ended December 31, 2017 was
due primarily to $12.5 million in proceeds from option exercises, partially offset by an aggregate $1.5 million
in repayments on long-term debt and payments on capital lease and financing obligations and $1.1 million in
taxes paid related to the net share settlements of stock-based compensation awards.
64
Cash used in financing activities of $0.9 million for the year ended December 31, 2016 was due
primarily to $0.8 million in taxes paid related to the net share settlements of stock-based compensation
awards and an aggregate $1.9 million in repayments on long-term debt and payments on capital lease and
financing obligations, partially offset by $1.6 million in proceeds from option exercises.
Contractual Obligations and Commitments
The following table represents our contractual obligations as of December 31, 2017, aggregated by
type:
Payments due by period
Total
Less than 1
year
1-3 years
(in thousands)
3-5 years
More than 5
years
$
18,844
$
3,659
$
4,865
$
4,074
$
6,246
66
39,382
8,900
66
2,792
4,100
—
5,584
4,800
—
5,356
—
$
67,192
$
10,617
$
15,249
$
9,430
$
—
25,650
—
31,896
Operating lease obligations
relating to office facilities .............
Capital lease obligations,
including interest for technology
and equipment ...............................
Financing obligations, including
interest for building .......................
Cloud infrastructure services ........
Total contractual obligations.......
We have entered into a lease agreement for land and an office building in Ames, Iowa, which was
constructed in two phases. The lease term includes an initial 15-year term and three five-year extensions at
our option because renewal was determined to be reasonably assured at the inception of the lease. As part
of the lease agreement, the landlord was responsible for constructing the building in accordance with our
specifications and agreed to fund $11.8 million for the first phase and $11.1 million for the second phase of
construction. We were the developer of the project and responsible for construction costs in excess of these
amounts. As a result of this involvement, we were required to capitalize the construction costs associated
with the office building. The construction liability of $11.8 million was reclassified to a financing obligation
and $17.1 million of costs capitalized during construction were placed in service during June 2013 for the
first phase. Upon completion of the second phase of the project, the construction liability of $11.1 million
was reclassified to a financing obligation, and $19.9 million of costs capitalized during construction were
placed in service during 2014.
The lease contains purchase options to acquire the landlord’s interest in the land lease and building
at any time beginning three years from June 2014 (the commencement date of the second phase of the lease).
In addition, the lease requires us to purchase the building from the landlord upon certain events, such as a
change in control. The purchase options were deemed to be fair value at the inception of the lease.
In January 2018, we signed a new lease for approximately 30,000 square feet that will replace our
existing offices in Denver and Boulder. The aggregate annual payments under the new lease will be
approximately $1.0 million and are subject to annual increases over the lease term, which expires in February
2029.
Off-Balance Sheet Arrangements
During the years ended December 31, 2017, 2016 and 2015, we did not have any relationships with
unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or
special purpose entities, which would have been established for the purpose of facilitating off-balance sheet
65
arrangements or other contractually narrow or limited purposes. As a result, we are not exposed to any
financing, liquidity, market or credit risk that could arise if we had engaged in those types of relationships.
Critical Accounting Policies and Estimates
Our consolidated financial statements are prepared in accordance with accounting principles
generally accepted in the United States. The preparation of these consolidated financial statements requires
us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, costs
and expenses, provision for income taxes and related disclosures. On an ongoing basis, we evaluate our
estimates and assumptions. Our actual results may differ from these estimates under different assumptions
or conditions.
We believe that of our significant accounting policies, which are described in Note 1 to our
consolidated financial statements, the following accounting policies involve a greater degree of judgment
and complexity. Accordingly, these are the policies we believe are the most critical to aid in fully
understanding and evaluating our consolidated financial condition and results of our operations.
Revenue Recognition
We commence revenue recognition for subscriptions to our cloud solutions and professional services
when all of the following criteria are met:
• Persuasive evidence of an arrangement exists;
• The service has been or is being provided to the customer;
• Collection of the fees is reasonably assured; and
• The amount of fees to be paid by the customer is fixed or determinable.
Collectability is assessed based on a number of factors, including past transaction history with the
customer and the creditworthiness of the customer. Collateral is not requested from the customer. If it is
determined that the collection of a fee is not probable, the revenue is deferred until collection becomes
probable, which is generally upon the receipt of cash.
Subscription and Support Revenue
We recognize the aggregate minimum subscription and support fees ratably on a straight-line basis
over the subscription term, provided that an enforceable contract has been signed by both parties, access to
our SaaS solutions has been granted to the customer, the fee for the subscription and support is fixed or
determinable, and collection is reasonably assured.
Professional Services Revenue
Our professional services are not required for customers to utilize our solution. We recognize revenue
for our professional services contracts when the services are performed.
Our professional services revenue is higher in the first calendar quarter because many of our
customers employ our professional services just before they file their Form 10-K.
Multiple Deliverable Arrangements
For arrangements with multiple deliverables, we evaluate whether the individual deliverables qualify
as separate units of accounting. In order to treat deliverables in a multiple deliverable arrangement as separate
units of accounting, the deliverables must have standalone value upon delivery. For deliverables that have
standalone value upon delivery, we account for each deliverable separately and recognize revenue for the
respective deliverables as they are delivered.
66
Subscription contracts have standalone value as we sell the subscriptions separately. In determining
whether professional services can be accounted for separately from subscription services, we consider the
availability of the professional services from other vendors, the nature of our professional services and
whether we sell our solutions to new customers without professional services. We have determined that we
have established standalone value for our professional services. This determination was made due primarily
to the ability of the customer to complete these tasks without assistance and the sale of services separate
from the initial subscription order. Because we established standalone value for our professional services,
such service arrangements are being accounted for separately from subscription services.
When multiple deliverables included in an arrangement are separable into different units of
accounting, the arrangement consideration is allocated to the identified separate units of accounting based
on their relative selling price. Multiple deliverable arrangements accounting guidance provides a hierarchy
to use when determining the relative selling price for each unit of accounting. Vendor-specific objective
evidence (VSOE) of selling price, based on the price at which the item is regularly sold by the vendor on a
standalone basis, should be used if it exists. If VSOE of selling price is not available, third-party evidence
(TPE) of selling price is used to establish the selling price if it exists. VSOE and TPE do not currently exist
for any of our deliverables. Accordingly, for arrangements with multiple deliverables that can be separated
into different units of accounting, we allocate the arrangement fee to the separate units of accounting based
on our best estimate of selling price. The amount of arrangement fee allocated is limited by contingent
revenue, if any.
We determine our best estimate of selling price for our deliverables based on our overall pricing
objectives, taking into consideration market conditions and entity-specific factors. We evaluate our best
estimate of selling price by reviewing historical data related to sales of our deliverables, including comparing
the percentages of our contract prices to our list prices. We also may consider several other data points in
our evaluation, including the size of our arrangements, length of term, the cloud solutions sold, customer
demographics and the numbers and types of users within our arrangements.
While changes in assumptions or judgments or changes to the elements of the arrangement could
cause an increase or decrease in the amount of revenue that we report in a particular period, these changes
have not historically been significant because our recurring revenue is primarily subscription and support
revenue.
Stock-Based Compensation
We measure and recognize compensation expense for all stock-based awards granted to our
employees, non-employee directors, and other service providers based on the estimated fair value of the
award on the grant date or reporting date, if required to be remeasured under the guidance. We utilize stock-
based compensation in the form of restricted stock awards, restricted stock units, options to purchase Class
A common stock and ESPP purchase rights. The fair value of each stock option award and ESPP purchase
right is determined at the date of grant by applying the Black-Scholes option pricing model. The fair value
of each restricted stock award is based on the number of shares granted and the closing price of our Class
A common stock as reported on the New York Stock Exchange on the date of grant. The fair value of these
awards is recognized as an expense on a straight line basis over the requisite service period.
All stock-based awards made since the date of our initial public offering have been for Class A
common stock. All references to common stock in this “Stock-Based Compensation” section are to our Class
A common stock and Class B common stock, as applicable.
Our option pricing model requires the input of highly subjective assumptions, including the expected
term of the option, the expected volatility of the price of our common stock, risk-free interest rates, and the
expected dividend yield of our common stock. The assumptions used in our option-pricing model represent
67
management’s best estimates. These estimates involve inherent uncertainties and the application of
management’s judgment. If factors change and different assumptions are used, our stock-based compensation
expense could be materially different in the future.
These assumptions are estimated as follows:
• Fair Value of Our Common Stock: The fair value of our common stock is based on the closing price
of our Class A common stock on the New York Stock Exchange.
• Risk-Free Interest Rate: We base the risk-free interest rate used in the Black-Scholes option pricing
model on the implied yield available on U.S. Treasury STRIPS with remaining terms similar to the
expected term on the options.
• Expected Term: We estimate the expected term using the simplified method due to the lack of
historical exercise activity for our company. The simplified method calculates the expected term as
the mid-point between the vesting date and the contractual expiration date of the award.
• Volatility: Due to the limited trading history of our common stock, we estimate volatility for option
grants by evaluating the average historical volatility of a peer group of companies for the period
immediately preceding the option grant for a term that is approximately equal to the options’ expected
life.
• Dividend yield: We have never declared or paid any cash dividends and do not presently plan to pay
cash dividends in the foreseeable future. Consequently, we used an expected dividend yield of zero.
Please refer to Note 8 of the notes to consolidated financial statements for additional information
on our estimates related to stock-based compensation.
Recent Accounting Pronouncements
Refer to Note 1 of the notes to consolidated financial statements for a full description of recent
accounting pronouncements.
68
Item 7A.
Quantitative and Qualitative Disclosures about Market Risk
Market risk represents the risk of loss that may impact our financial position due to adverse changes
in financial market prices and rates. Our market risk exposure is primarily a result of fluctuations in foreign
currency rates, although we also have some exposure due to potential changes in inflation or interest rates.
We do not hold financial instruments for trading purposes.
Foreign Currency Risk
Our sales contracts are denominated predominantly in U.S. dollars and, to a lesser extent, the
Canadian dollar, Euro, and British Pound Sterling. Consequently, our customer billings denominated in
foreign currency are subject to foreign currency exchange risk. A portion of our operating expenses is incurred
outside the United States and is denominated in foreign currencies. These operating expenses are also subject
to fluctuations due to changes in foreign currency exchange rates, particularly changes in the Canadian dollar,
Euro, and British pound. Additionally, fluctuations in foreign currency exchange rates may cause us to
recognize transaction gains and losses in our statement of operations. To date, we have not entered into
derivatives or hedging transactions as our exposure to foreign currency exchange rates has not been material
to our historical operating results, but we may do so in the future if our exposure to foreign currency should
become more significant. Foreign currency transaction gains (losses) are included in net loss and were
$(372,000), $67,000 and $(293,000) in the years ended December 31, 2017, 2016 and 2015, respectively.
Inflation Risk
Inflationary factors, such as increases in our operating expenses, may adversely affect our results
of operations, as our customers typically purchase services from us on a subscription basis over a period of
time. Although we do not believe that inflation has had a material impact on our financial position or results
of operations to date, an increase in the rate of inflation in the future may have an adverse effect on our levels
of operating expenses as a percentage of revenue if we are unable to increase the prices for our subscription-
based solutions to keep pace with these increased expenses.
Interest Rate Risk
As part of our build-to-suit lease arrangement, in addition to the base rent amount, we are responsible
for the underlying mortgage held by the lessor, which is subject to a variable interest rate equal to the prime
lending rate plus 1%. In addition, in August 2014, we entered into a $15.0 million credit facility. The credit
facility is denominated in U.S. dollars and borrowings are subject to a variable interest rate equal to the
prime lending rate. A hypothetical 10% increase or decrease in interest rates after December 31, 2017 would
not have a material impact on our results of operations, our cash flows or the fair values of our outstanding
debt or financing obligations.
Interest Rate Sensitivity
We had cash, cash equivalents and marketable securities totaling $76.7 million as of December 31,
2017. The cash, cash equivalents and marketable securities are held for working capital purposes. Our
investments are made primarily for capital preservation purposes. We do not enter into investments for trading
or speculative purposes.
Our cash and cash equivalents consist primarily of cash and money market funds. Our exposure to
market risk for changes in interest rates is limited because our cash and cash equivalents have a short-term
maturity and are used primarily for working capital purposes.
69
Our portfolio of marketable securities was invested primarily in U.S. corporate and U.S. treasury
debt securities and is subject to market risk due primarily to changes in interest rates. Fixed rate securities
may have their market value adversely affected due to a rise in interest rates. Accordingly, our future
investment income may fluctuate as a result of changes in interest rates, or we may suffer losses in principal
if we are forced to sell securities that decline in market value as a result of changes in interest rates. However,
because we classify our marketable securities as “available for sale,” no gains or losses are recognized due
to changes in interest rates unless such securities are sold prior to maturity or declines in fair value are
determined to be other-than-temporary.
An immediate increase of 100-basis points in interest rates would have resulted in an $166,000
market value reduction in our investment portfolio as of December 31, 2017. This estimate is based on a
sensitivity model that measures market value changes when changes in interest rates occur. Fluctuations in
the value of our investment securities caused by a change in interest rates (gains or losses on the carrying
value) are recorded in other comprehensive income, and are realized only if we sell the underlying securities.
70
Item 8. Consolidated Financial Statements and Supplementary Data
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Reports of Independent Registered Public Accounting Firm................................................................................
Consolidated Balance Sheets ................................................................................................................................
Consolidated Statements of Operations ................................................................................................................
Consolidated Statements of Comprehensive Loss ................................................................................................
Consolidated Statements of Stockholders’ Equity (Deficit) .................................................................................
Consolidated Statements of Cash Flows ...............................................................................................................
Notes to Consolidated Financial Statements.........................................................................................................
Page
72
74
76
77
78
79
81
71
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of Workiva Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Workiva Inc. (the Company) as of December 31, 2017
and 2016, and the related consolidated statements of operations, comprehensive loss, stockholders’ equity (deficit) and
cash flows for each of the three years in the period ended December 31, 2017, and the related notes (collectively referred
to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all
material respects, the financial position of the Company at December 31, 2017 and 2016, and the results of its operations
and its cash flows for each of the three years in the period ended December 31, 2017, in conformity with U.S. generally
accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2017, based on criteria
established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission (2013 framework), and our report dated February 22, 2018 expressed an unqualified opinion
thereon.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an
opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the
PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities
laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement,
whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of
the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such
procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
Our audits also included evaluating the accounting principles used and significant estimates made by management, as
well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable
basis for our opinion.
/s/ Ernst & Young LLP
We have served as the Company's auditor since 2010.
Chicago, Illinois
February 22, 2018
72
Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders of Workiva Inc.
Opinion on Internal Control over Financial Reporting
We have audited Workiva Inc.'s (the Company) internal control over financial reporting as of December 31, 2017, based
on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations
of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, the Company maintained, in all
material respects, effective internal control over financial reporting as of December 31, 2017, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States) (PCAOB), the consolidated balance sheets as of December 31, 2017 and 2016, and the related consolidated
statements of operations, comprehensive loss, stockholders’ equity (deficit) and cash flows for each of the three years
in the period ended December 31, 2017 and the related notes and our report dated February 22, 2018 expressed an
unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its
assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s
Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s
internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB
and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and
the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was
maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material
weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed
risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit
provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles. A company’s internal control over financial reporting includes those policies
and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded
as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles,
and that receipts and expenditures of the company are being made only in accordance with authorizations of management
and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial
statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may
deteriorate.
/s/ Ernst & Young LLP
Chicago, Illinois
February 22, 2018
73
WORKIVA INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share amounts)
As of December 31,
2017
2016
ASSETS
Current assets
Cash and cash equivalents............................................................................ $
Marketable securities....................................................................................
Accounts receivable, net of allowance for doubtful accounts of $388 and
$900 at December 31, 2017 and December 31, 2016, respectively .............
Deferred commissions..................................................................................
Other receivables..........................................................................................
Prepaid expenses ..........................................................................................
Total current assets............................................................................................
Property and equipment, net ...........................................................................
Intangible assets, net.......................................................................................
Other assets.....................................................................................................
Total assets ........................................................................................................ $
60,333
$
16,364
28,800
2,376
975
6,444
115,292
40,444
1,118
861
51,281
11,435
22,535
1,864
1,545
9,382
98,042
42,590
1,012
1,499
157,715
$
143,143
74
WORKIVA INC.
CONSOLIDATED BALANCE SHEETS (continued)
(in thousands, except share and per share amounts)
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities
Accounts payable ......................................................................................... $
Accrued expenses and other current liabilities.............................................
Deferred revenue ..........................................................................................
Deferred government grant obligation .........................................................
Current portion of capital lease and financing obligations ..........................
Current portion of long-term debt ................................................................
Total current liabilities ......................................................................................
Deferred revenue ............................................................................................
Deferred government grant obligation............................................................
Other long-term liabilities...............................................................................
Capital lease and financing obligations ..........................................................
Long-term debt ...............................................................................................
Total liabilities...................................................................................................
Stockholders’ deficit
Class A common stock, $0.001 par value per share, 1,000,000,000 shares
authorized, 32,165,407 and 30,369,199 shares issued and outstanding at
December 31, 2017 and December 31, 2016, respectively ............................
Class B common stock, $0.001 par value per share, 500,000,000 shares
authorized, 10,203,371 and 10,891,888 shares issued and outstanding at
December 31, 2017 and December 31, 2016, respectively ............................
Preferred stock, $0.001 par value per share, 100,000,000 shares authorized,
no shares issued and outstanding....................................................................
Additional paid-in-capital...............................................................................
Accumulated deficit........................................................................................
Accumulated other comprehensive income....................................................
Total stockholders’ deficit .................................................................................
Total liabilities and stockholders’ deficit .......................................................... $
See accompanying notes.
As of December 31,
2017
2016
$
3,060
20,212
104,684
217
1,168
—
129,341
22,709
278
3,896
18,425
—
849
20,695
76,016
1,022
1,285
20
99,887
21,485
1,000
4,100
19,743
53
174,649
146,268
32
10
—
30
11
—
248,289
(265,337)
72
(16,934)
157,715
$
217,454
(220,911)
291
(3,125)
143,143
75
WORKIVA INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except share and per share amounts)
Revenue
Subscription and support .......................................................... $
Professional services.................................................................
Total revenue .................................................................................
Cost of revenue
Subscription and support ..........................................................
Professional services.................................................................
Total cost of revenue......................................................................
Gross profit....................................................................................
Operating expenses
Research and development .......................................................
Sales and marketing..................................................................
General and administrative .......................................................
Total operating expenses ...............................................................
Loss from operations .....................................................................
Interest expense...........................................................................
Other income, net ........................................................................
Loss before provision (benefit) for income taxes..........................
Provision (benefit) for income taxes ...........................................
Net loss .......................................................................................... $
Net loss per common share:
Basic and diluted ......................................................................... $
Weighted-average common shares outstanding - basic and
diluted..........................................................................................
See accompanying notes.
Year ended December 31,
2016
2015
2017
$
169,283
38,586
207,869
$
143,120
35,526
178,646
32,646
27,599
60,245
147,624
68,172
84,161
39,594
191,927
(44,303)
(1,845)
1,783
(44,365)
61
(44,426) $
27,895
23,730
51,625
127,021
57,438
80,466
32,695
170,599
(43,578)
(1,875)
1,500
(43,953)
24
(43,977) $
116,288
28,984
145,272
22,559
17,645
40,204
105,068
50,466
69,569
28,716
148,751
(43,683)
(2,025)
2,302
(43,406)
(7)
(43,399)
(1.07) $
(1.08) $
(1.09)
41,618,838
40,671,133
39,852,624
76
WORKIVA INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(in thousands)
Net loss .......................................................................................... $
Other comprehensive (loss) income, net of tax
Foreign currency translation adjustment, net of income tax
(expense) of ($2), ($13) and ($101) for the years ended
December 31, 2017, 2016 and 2015, respectively ......................
Unrealized gain (loss) on available-for-sale securities, net of
income tax (expense) benefit of $2, ($19), and $25 for the
years ended December 31, 2017, 2016 and 2015, respectively ..
Other comprehensive (loss) income, net of tax .............................
Comprehensive loss....................................................................... $
See accompanying notes.
Year ended December 31,
2016
2015
2017
(44,426) $
(43,977) $
(43,399)
(159)
(60)
(219)
(44,645) $
18
32
50
(43,927) $
133
(39)
94
(43,305)
77
WORKIVA INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)
(in thousands)
Common Stock (Class A and B)
Shares
Amount
Additional
Paid-in-Capital
Accumulated
Other
Comprehensive
Income
Accumulated
Deficit
Total
Stockholders'
Equity (Deficit)
Balances at December 31, 2014 ...
39,641
$
39
$
189,168
$
147
$
(133,535) $
55,819
Stock-based compensation
expense ......................................
Grant of restricted stock award .
Issuance of common stock
upon exercise of stock options ..
Net loss ......................................
Distribution to members............
Cost of offering..........................
Other comprehensive income....
—
600
707
—
—
—
—
Balances at December 31, 2015 ...
40,948
$
Stock-based compensation
expense ......................................
Issuance of common stock
upon exercise of stock options ..
Tax withholdings related to net
share settlements of stock-
based compensation awards ......
Net loss ......................................
Other comprehensive income....
—
374
(61)
—
—
Balances at December 31, 2016 ...
41,261
$
Stock-based compensation
expense ......................................
Issuance of common stock
upon exercise of stock options ..
Issuance of restricted stock
units ...........................................
Tax withholdings related to net
share settlements of stock-
based compensation awards ......
Net loss ......................................
Other comprehensive loss .........
—
1,159
30
(81)
—
—
Balances at December 31, 2017 ...
42,369
$
See accompanying notes.
—
—
2
—
—
—
—
41
—
—
—
—
—
41
—
1
—
—
—
—
42
11,000
—
2,242
—
(35)
(4)
—
—
—
—
—
—
—
94
—
—
—
(43,399)
—
—
—
11,000
—
2,244
(43,399)
(35)
(4)
94
$
202,371
$
241
$
(176,934) $
25,719
14,247
1,597
(761)
—
—
—
—
—
—
50
—
—
—
(43,977)
—
14,247
1,597
(761)
(43,977)
50
$
217,454
$
291
$
(220,911) $
(3,125)
19,476
12,484
—
(1,125)
—
—
—
—
—
—
—
(219)
—
—
—
—
(44,426)
—
19,476
12,485
—
(1,125)
(44,426)
(219)
$
248,289
$
72
$
(265,337) $
(16,934)
78
WORKIVA INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Cash flows from operating activities
Net loss .......................................................................................... $
Adjustments to reconcile net loss to net cash provided by (used
in) operating activities
Depreciation and amortization..................................................
Stock-based compensation expense..........................................
(Recovery of) provision for doubtful accounts.........................
Realized gain on sale of available-for-sale securities, net ........
Amortization of premiums and discounts on marketable
securities, net ............................................................................
Recognition of deferred government grant obligation..............
Deferred income tax .................................................................
Changes in assets and liabilities:
Accounts receivable .............................................................
Deferred commissions .........................................................
Other receivables .................................................................
Prepaid expenses..................................................................
Other assets ..........................................................................
Accounts payable .................................................................
Deferred revenue..................................................................
Accrued expenses and other liabilities.................................
Change in restricted cash .....................................................
Net cash provided by (used in) operating activities ......................
Cash flows from investing activities
Purchase of property and equipment ........................................
Purchase of marketable securities.............................................
Maturities of marketable securities...........................................
Sale of marketable securities ....................................................
Purchase of intangible assets ....................................................
Net cash (used in) provided by investing activities.......................
Cash flows from financing activities
Payment of equity issuance costs .............................................
Proceeds from option exercises ................................................
Taxes paid related to net share settlements of stock-based
compensation awards................................................................
Changes in restricted cash ........................................................
79
Year ended December 31,
2016
2015
2017
(44,426) $
(43,977) $
(43,399)
3,546
19,476
(517)
—
101
(1,578)
—
(5,546)
(498)
577
2,952
618
2,206
29,367
(758)
—
5,520
(1,188)
(14,369)
9,281
—
(197)
(6,473)
—
12,485
(1,125)
—
3,820
14,247
185
(6)
147
(1,141)
(32)
(7,101)
(497)
(732)
(5,513)
(654)
(3,930)
34,211
604
—
(10,369)
(1,901)
(1,301)
—
7,197
(190)
3,805
—
1,597
(761)
—
4,410
11,000
449
(13)
77
(2,383)
(76)
(5,080)
(520)
(523)
(734)
81
2,331
7,297
5,390
101
(21,592)
(1,843)
(24,069)
—
6,521
(386)
(19,777)
(1,346)
2,244
—
300
WORKIVA INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
(in thousands)
Repayment of other long-term debt..........................................
Principal payments on capital lease and financing obligations
Distributions to members..........................................................
Proceeds from government grants ............................................
Deferred financing costs ...........................................................
Repayment of government grant ..............................................
Net cash provided by (used in) financing activities ......................
Effect of foreign exchange rates on cash.......................................
Net increase (decrease) in cash and cash equivalents ...................
Cash and cash equivalents at beginning of year............................
Cash and cash equivalents at end of year ...................................... $
Year ended December 31,
2016
2015
2017
(73)
(1,435)
—
51
(81)
—
9,822
183
9,052
51,281
(18)
(1,863)
—
183
(33)
—
(895)
(10)
(7,469)
58,750
(84)
(2,282)
(381)
548
—
(101)
(1,102)
90
(42,381)
101,131
60,333
$
51,281
$
58,750
Supplemental cash flow disclosure
Cash paid for interest ................................................................ $
Cash paid for income taxes, net of refunds............................... $
1,627
42
$
$
1,835
47
$
$
2,048
64
Supplemental disclosure of noncash investing and financing
activities
Fixed assets acquired through capital lease arrangements ....... $
Government grant recorded against property and equipment,
net ............................................................................................. $
Allowance for tenant improvements......................................... $
Purchases of property and equipment, accrued but not paid .... $
See accompanying notes.
— $
— $
— $
— $
— $
— $
481
$
— $
527
908
698
354
80
WORKIVA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Organization and Significant Accounting Policies
Organization
Workiva Inc., a Delaware corporation, and its wholly-owned subsidiaries (the “Company” or “we”
or “us”) created Wdesk, an intuitive cloud platform that modernizes how people work within thousands of
organizations. Wdesk is built on a data management engine, offering controlled collaboration, data
connections, granular permissions and a full audit trail. We offer Wdesk solutions for a wide range of use
cases in the following markets: finance and accounting, audit and internal controls, risk and compliance and
performance and management reporting. Our operational headquarters are located in Ames, Iowa, with
additional offices located in the United States, Europe, and Canada.
Basis of Presentation and Principles of Consolidation
The consolidated financial statements have been prepared in accordance with U.S. generally accepted
accounting principles and include the accounts of Workiva Inc. and its wholly owned subsidiaries. All
intercompany accounts and transactions have been eliminated in consolidation.
Foreign Currency
We translate the financial statements of our foreign subsidiaries, which have a functional currency
in the respective country’s local currency, to U.S. dollars using month-end exchange rates for assets and
liabilities and average exchange rates for revenue, costs and expenses. Translation gains and losses are
recorded in accumulated other comprehensive income as a component of stockholders’ equity. Gains and
losses resulting from foreign currency transactions that are denominated in currencies other than the entity's
functional currency are included within “Other income, net” on the consolidated statements of operations.
We recorded $(372,000), $67,000 and $(293,000) of transaction (losses) gains during the years ended
December 31, 2017, 2016 and 2015, respectively.
Use of Estimates
The preparation of consolidated financial statements in conformity with accounting principles
generally accepted in the United States requires us to make estimates and assumptions that affect the amounts
reported in the consolidated financial statements and accompanying notes. We base our estimates on historical
experience and various other assumptions believed to be reasonable. These estimates include, but are not
limited to, the determination of the relative selling prices of our services, health insurance claims incurred
but not yet reported, collectability of accounts receivable, valuation of available-for-sale marketable
securities, useful lives of intangible assets and property and equipment, income taxes and certain assumptions
used in the valuation of equity awards. While these estimates are based on our best knowledge of current
events and actions that may affect us in the future, actual results may differ materially from these estimates.
Cash and Cash Equivalents
Cash consists of cash on deposit with banks that is stated at cost, which approximates fair value. We
invest our excess cash primarily in highly liquid money market funds and marketable securities. We classify
all highly liquid investments with stated maturities of three months or less from date of purchase as cash
equivalents and all highly liquid investments with stated maturities of greater than three months as marketable
securities.
81
Marketable Securities
Our marketable securities consist of U.S. corporate debt securities and U.S. treasury debt securities.
We classify our marketable securities as available-for-sale at the time of purchase and reevaluate such
classification as of each balance sheet date. We may sell these securities at any time for use in current
operations even if they have not yet reached maturity. As a result, we classify our investments, including
securities with maturities beyond twelve months as current assets in the accompanying consolidated balance
sheets. Available-for-sale securities are recorded at fair value each reporting period. Unrealized gains and
losses are excluded from earnings and recorded as a separate component within “Accumulated other
comprehensive income” on the consolidated balance sheets until realized. Dividend income is reported within
“Other income, net” on the consolidated statements of operations. We evaluate our investments to assess
whether those with unrealized loss positions are other than temporarily impaired. We consider impairments
to be other than temporary if they are related to deterioration in credit risk or if it is likely we will sell the
securities before the recovery of their cost basis. Realized gains and losses and declines in value judged to
be other than temporary are determined based on the specific identification method and are reported in “Other
income, net” on the consolidated statements of operations.
Fair Value of Financial Instruments
Our financial assets, which include cash equivalents and marketable securities, are measured and
recorded at fair value on a recurring basis. Our other current financial assets and our other current financial
liabilities have fair values that approximate their carrying value due to their short-term maturities.
Concentration of Credit Risk
Financial instruments that potentially subject us to concentrations of credit risk consist principally
of cash and cash equivalents and accounts receivable. We place our cash and cash equivalents with high
credit-quality financial institutions. Such deposits may be in excess of federally insured limits. To date, we
have not experienced any losses on our cash and cash equivalents. We perform periodic evaluations of the
relative credit standing of the financial institutions.
Our accounts receivable are derived primarily from customers located in North America. We perform
ongoing credit evaluations of our customers’ financial condition and require no collateral from our customers.
We maintain an allowance for doubtful accounts receivable based upon the expected collectability of accounts
receivable balances. We did not have a significant concentration of accounts receivable from any single
customer or from customers in any single country outside of the United States at December 31, 2017 or
2016.
Property and Equipment, net
Property and equipment is stated at cost, net of accumulated depreciation and amortization.
Depreciation is computed using the straight-line method over the estimated useful lives of the respective
assets, generally three to ten years. We amortize leasehold improvements and assets under capital leases or
financing arrangements over the lesser of the term of the lease including renewal options that are reasonably
assured or the estimated useful life of the assets. Depreciation and amortization expense totaled $3.4 million,
$3.7 million and $4.4 million for the years ended December 31, 2017, 2016 and 2015, respectively, and
included $1.6 million, $2.1 million and $2.4 million of amortization of assets recorded under capital leases
during the years ended December 31, 2017, 2016 and 2015, respectively.
Revenue Recognition
We generate revenue through the sale of subscriptions to our cloud-based software and the delivery
of professional services. Our customer contracts typically range in length from three to 36 months. Our
82
arrangements do not contain general rights of return. Our subscription contracts do not provide customers
with the right to take possession of the software supporting the applications and, as a result, are accounted
for as service contracts.
We commence revenue recognition for subscriptions to our cloud applications and professional
services when all of the following criteria are met:
• There is persuasive evidence of an arrangement;
• The service has been or is being provided to the customer;
• Collection of the fees is reasonably assured; and
• The amount of fees to be paid by the customer is fixed or determinable.
Collectability is assessed based on a number of factors, including past transaction history with the
customer and the creditworthiness of the customer. Collateral is not requested from the customer. If it is
determined that the collection of a fee is not probable, the revenue is deferred until collection becomes
probable, which is generally upon the receipt of cash.
Revenue is reported net of sales and other taxes collected from customers to be remitted to government
authorities.
Subscription and Support Revenue
We recognize the aggregate minimum subscription and support fees ratably on a straight-line basis
over the subscription term, provided that an enforceable contract has been signed by both parties, access to
our SaaS solutions has been granted to the customer, the fee for the subscription and support is fixed or
determinable, and collection is reasonably assured.
Professional Services Revenue
We recognize revenue for our professional services contracts when the services are performed.
Multiple Deliverable Arrangements
For arrangements with multiple deliverables, we evaluate whether the individual deliverables qualify
as separate units of accounting. In order to treat deliverables in a multiple deliverable arrangement as separate
units of accounting, the deliverables must have standalone value upon delivery. For deliverables that have
standalone value upon delivery, we account for each deliverable separately and recognize revenue for the
respective deliverables as they are delivered.
Subscription contracts have standalone value as we sell the subscriptions separately. In determining
whether professional services can be accounted for separately from subscription services, we consider the
availability of the professional services from other vendors, the nature of our professional services and
whether we sell our applications to new customers without professional services. In the years ended
December 31, 2017, 2016 and 2015, we determined that we had established standalone value for our
professional services. This determination was made due primarily to the ability of the customer to complete
these tasks without assistance and the sale of services separate from the initial subscription order. Because
we established standalone value for our professional services in the years ended December 31, 2017, 2016
and 2015, such service arrangements are being accounted for separately from subscription services.
When multiple deliverables included in an arrangement are separable into different units of
accounting, the arrangement consideration is allocated to the identified separate units of accounting based
on their relative selling price. Multiple deliverable arrangements accounting guidance provides a hierarchy
to use when determining the relative selling price for each unit of accounting. Vendor-specific objective
evidence (VSOE) of selling price, based on the price at which the item is regularly sold by the vendor on a
83
standalone basis, should be used if it exists. If VSOE of selling price is not available, third-party evidence
(TPE) of selling price is used to establish the selling price if it exists. VSOE and TPE do not currently exist
for any of our deliverables. Accordingly, for arrangements with multiple deliverables that can be separated
into different units of accounting, we allocate the arrangement fee to the separate units of accounting based
on our best estimate of selling price. The amount of arrangement fee allocated is limited by contingent
revenue, if any.
We determine our best estimate of selling price for our deliverables based on our overall pricing
objectives, taking into consideration market conditions and entity-specific factors. We evaluate our best
estimate of selling price by reviewing historical data related to sales of our deliverables, including comparing
the percentages of our contract prices to our list prices. We also may consider several other data points in
our evaluation, including the size of our arrangements, length of term, the cloud applications sold, customer
demographics and the numbers and types of users within our arrangements.
Deferred Revenue
We typically invoice our customers for subscription fees in advance on a quarterly, annual, two- or
three-year basis, with payment due at the start of the subscription term. Unpaid invoice amounts for services
starting in future periods are excluded from accounts receivable and deferred revenue. Invoiced amounts are
reflected as accounts receivable once we have initiated services with an offset to deferred revenue or revenue
depending on whether the revenue recognition criteria have been met. Deferred revenue also includes certain
deferred professional service fees that are recognized upon completion of the service. The portion of deferred
revenue that we anticipate will be recognized after the succeeding twelve-month period is recorded as non-
current deferred revenue, and the remaining portion is recorded as current deferred revenue.
Cost of Revenue
Cost of revenue consists primarily of personnel and related costs directly associated with the
professional services and customer success teams and training personnel, including salaries, benefits,
bonuses, and stock-based compensation; the costs of contracted third-party vendors; the costs of server usage
by our customers; information technology costs; and facility costs.
Sales and Marketing Expenses and Deferred Commissions
Sales and marketing expenses consist primarily of personnel and related costs, including salaries,
benefits, bonuses, commissions, travel, and stock-based compensation. Other costs included in this expense
are marketing and promotional events, our annual user conference, online marketing, product marketing,
information technology costs, and facility costs. We amortize sales commissions that are directly attributable
to a contract over the lesser of 12 months or the non-cancelable term of the customer contract based on the
terms of our commission arrangements.
Advertising costs are charged to sales and marketing expense as incurred. Advertising expense totaled
$2.7 million, $2.7 million and $2.8 million for the years ended December 31, 2017, 2016 and 2015,
respectively.
Research and Development Expenses
Research and development expenses consist primarily of personnel and related costs, including
salaries, benefits, bonuses, and stock-based compensation, costs of server usage by our developers,
information technology costs, and facility costs.
84
General and Administrative Expenses
General and administrative expenses consist primarily of personnel and related costs for our
executive, finance, legal, human resources, and administrative personnel, including salaries, benefits,
bonuses, and stock-based compensation; legal, accounting, and other professional service fees; other
corporate expenses; information technology costs; and facility costs.
Leases
We categorize leases at their inception as either operating or capital leases and may receive renewal
or expansion options, rent holidays, and leasehold improvement and other incentives on certain lease
agreements. We recognize lease costs on a straight-line basis, taking into account adjustments for free or
escalating rental payments, renewals at our option that are reasonably assured and deferred payment terms.
Additionally, lease incentives are accounted for as a reduction of lease costs over the term of the agreement.
Leasehold improvements are capitalized at cost and amortized over the shorter of their useful life or the term
of the lease.
Government Grants
Government grants received are recorded as a liability on the balance sheet until all contingencies
are resolved and the grant is determined to be realized.
Intangible Assets
We account for intangible assets under Accounting Standards Codification (ASC) 350, Goodwill
and Other. Intangible assets consist of legal fees incurred for patents and are recorded at cost and amortized
over the useful lives of the assets of ten years, using the straight-line method. Certain patents are in the legal
application process and therefore are not currently being amortized.
Accumulated amortization of patents as of December 31, 2017 and 2016 was approximately
$218,000 and $127,000, respectively. Future amortization expense for legally approved patents is estimated
at $94,000 per year through 2022 and approximately $211,000 thereafter.
Impairment of Long-Lived Assets
Long-lived assets, such as property, equipment and software and intangible assets are reviewed for
impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or
asset group may not be recoverable. If circumstances require that a long-lived asset or asset group be tested
for possible impairment, we first compare the undiscounted cash flows expected to be generated by that
long-lived asset or asset group to its carrying amount. If the carrying amount of the long-lived asset or asset
group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that
the carrying amount exceeds its fair value.
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Stock-Based Compensation
We measure all share-based payments, including grants of options to purchase common stock and
the issuance of restricted stock or restricted stock units to employees, service providers and board members,
using a fair-value based method. The cost of services received from employees and non-employees in
exchange for awards of equity instruments is recognized in the consolidated statement of operations based
on the estimated fair value of those awards on the grant date or reporting date, if required to be remeasured,
and amortized on a straight-line basis over the requisite service period. We use the Black-Scholes option-
pricing model to determine the fair values of stock option awards. For restricted stock and restricted stock
units, fair value is based on the closing price of our common stock on the grant date.
Income Taxes
We record current income taxes based on our estimates of current taxable income and provide for
deferred income taxes to reflect estimated future income tax payments and receipts. We are subject to U.S.
federal income taxes as well as state taxes. In addition, we are subject to taxes in the foreign jurisdictions
where we operate.
We account for income taxes using the asset and liability method, which requires the recognition of
deferred tax assets and liabilities for the expected future tax consequences of events that have been included
in the financial statements. Under this method, we determine deferred tax assets and liabilities on the basis
of the differences between the financial statement and tax bases of assets and liabilities by using enacted tax
rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates
on deferred tax assets and liabilities is recognized in income in the period that includes the enactment rate.
On December 22, 2017, the U.S. federal government enacted legislation commonly referred to as
the “Tax Cuts and Jobs Act” (the “TCJA”). The TCJA makes widespread changes to the Internal Revenue
Code, including, among other items, the introduction of a new international “Global Intangible Low-Taxed
Income” (“GILTI”) regime effective January 1, 2018. Companies may adopt one of two views in regards to
establishing deferred taxes in accordance with the new (“GILTI”) regime under ASC 740. Companies may
account for the effects of GILTI either (1) in the period the entity becomes subject to GILTI, or (2) establish
deferred taxes (similar to the guidance that currently exists with respect to basis differences that will reverse
under current Subpart F rules) for basis differences that upon reversal will be subject to GILTI. We have
elected to account for GILTI in the period we become subject to GILTI.
We recognize deferred tax assets to the extent that we believe that these assets are more likely than
not to be realized. In making such a determination, we consider all available positive and negative evidence,
including future reversals of existing taxable temporary differences, projected future taxable income, tax
planning strategies and results of recent operations. If we determine that we would be able to realize our
deferred tax assets in the future in excess of their net recorded amount, we would make an adjustment to the
deferred tax asset valuation allowance, which would reduce the provision for income taxes.
We record uncertain tax positions in accordance with ASC 740, Income Taxes, on the basis of a two-
step process in which (1) we determine whether it is more likely than not that the tax positions will be
sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the
more-likely-than-not threshold, we recognize the largest amount of tax benefit that is more than 50 percent
likely to be realized upon ultimate settlement with the related tax authority.
We recognize interest and penalties related to unrecognized tax benefits on the income tax expense
line in the accompanying consolidated statement of operations. Accrued interest and penalties are included
on the related tax liability line in the consolidated balance sheet.
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Accounts Receivable and Allowance for Doubtful Accounts
Accounts receivable are recorded at the invoiced amount net of an allowance for doubtful accounts.
The allowance for doubtful accounts is based on our assessment of the collectability of customer accounts.
We regularly review our receivables that remain outstanding past their applicable payment terms and
established an allowance for potential write-offs by considering factors such as historical experience, credit
quality, age of the accounts receivable balances, and current economic conditions that may affect a customer’s
ability to pay. Accounts receivable deemed uncollectible are charged against the allowance once collection
efforts have been exhausted.
Recently Adopted Accounting Pronouncements
In March 2016, the FASB issued ASU 2016-09, Stock Compensation (Topic 718): Improvements to
Employee Share-Based Payment Accounting. Under this ASU, entities are permitted to make an accounting
policy election either to estimate forfeitures on share-based payment awards, as required by current guidance,
or to recognize forfeitures as they occur in addition to other changes. The guidance became effective for
interim and annual periods beginning after December 15, 2016. We adopted this standard effective January
1, 2017. We elected to recognize forfeitures on share-based payment awards as they occur. The adoption,
along with the remaining provisions of ASU 2016-09, did not have a material impact on our consolidated
financial statements.
In October 2016, the FASB issued ASU 2016-16, Income Taxes - Intra-Entity Transfers of Assets
Other Than Inventory, which requires entities to recognize the income tax consequences of an intra-entity
transfer of an asset other than inventory when the transfer occurs. The new guidance is effective for annual
reporting periods beginning after December 15, 2017. Early adoption is permitted as of the beginning of an
annual reporting period. The new standard must be adopted using a modified retrospective transition method,
with the cumulative effect recognized as of the date of initial adoption. Effective January 1, 2017, we adopted
this standard. The adoption of this new guidance did not have a material impact on our consolidated financial
statements.
New Accounting Pronouncements
In May 2014, the FASB issued guidance codified in ASC 606, Revenue Recognition - Revenue from
Contracts with Customers (ASU 2014-09), which amends the guidance in former ASC 605, Revenue
Recognition. The core principle of ASC 606 is that an entity should recognize revenue to depict the transfer
of promised goods or services to customers in an amount that reflects the consideration to which the entity
expects to be entitled in exchange for those goods or services. Additionally, the guidance requires improved
disclosures to help users of financial statements better understand the nature, amount, timing, and uncertainty
of revenue and cash flows arising from contracts with customers. The FASB has issued several amendments
and updates to the new revenue standard, including guidance related to when an entity should recognize
revenue gross as a principal or net as an agent and how an entity should identify performance obligations. As
amended, ASU 2014-09 is effective for fiscal years, and interim periods within those fiscal years, beginning
after December 15, 2017. Early adoption is permitted for all entities only as of annual reporting periods
beginning after December 15, 2016, including interim reporting periods within that reporting period.
We adopted this guidance as of January 1, 2018, utilizing the modified retrospective transition method
only with respect to contracts that were not completed as of January 1, 2018. This transition adjustment will
be recorded as a one-time decrease to the opening balance of our accumulated deficit as of January 1, 2018
and will be comprised of the following revenue and cost items.
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The adoption of ASC 606 will require us to recognize revenue from certain of our professional
services over time rather than upon completion of the services. We expect this change will result in some
acceleration of revenue recognition.
We have determined that an agreement to purchase our professional services constitutes an option
to purchase services in accordance with ASC 606-10-55-41 rather than an agreement that creates enforceable
rights and obligations because of the customer’s contractual right to cancel the unused services. We have
determined that certain of our professional service agreements do not contain a material right and are only
accounted for in accordance with ASC 606 when the customer exercises its option to purchase additional
goods or services. In the case of agreements where we have determined that the option provides the customer
with a material right, we will be required to allocate a portion of the transaction price to the material right.
The treatment of customer options under ASC 606 may result in a different allocation of the transaction price
than under current guidance.
In addition, under current guidance, the amount that is allocated to, and recognized as revenue related
to, a delivered service is limited to the amount that is not contingent on completion of the remaining
performance obligations. We expect the removal of this limitation on contingent revenue under ASC 606 to
result in revenue being recognized earlier for certain contracts.
In addition, ASU 2014-09 requires that all incremental costs of obtaining a contract with a customer
be recognized as an asset. The guidance also requires that these costs be deferred over a term that is consistent
with the transfer of services related to the asset. Based on our preliminary analysis, we believe this term will
be approximately three years compared to one year or less under current guidance. We elected to apply this
guidance to the incremental costs related to open contracts as of January 1, 2018. We expect to record a $5.3
million adjustment to the opening balance of our accumulated deficit to capitalize additional costs of obtaining
a contract as of January 1, 2018.
Under ASC 606, in addition to recording deferred revenue when the related cash payments are
received for noncancellable services, we will record deferred revenue when payments are due in advance of
our performance of those services. We expect this change will result in an offsetting increase in accounts
receivable and deferred revenue.
In the fourth quarter of 2017, we substantially completed our project plan to apply the necessary
changes to accounting processes, procedures, systems and internal controls, and we plan to finalize our
transition adjustment under ASU 2014-09 in the first quarter of 2018.
In February 2016, the FASB issued guidance codified in ASC 842, Leases, which supersedes the
guidance in former ASC 840, Leases, to increase transparency and comparability among organizations by
requiring recognition of lease assets and lease liabilities on the balance sheet and disclosure of key information
about leasing arrangements. The standard will become effective for interim and annual periods beginning
after December 15, 2018, with early adoption permitted. The guidance is required to be adopted at the earliest
period presented using a modified retrospective approach. We plan to adopt this guidance on the effective
date. We are currently evaluating the impact the provisions will have on our consolidated financial statements.
In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted
Cash. This ASU requires that companies include amounts generally described as restricted cash and restricted
cash equivalents, along with cash and cash equivalents, when reconciling the beginning-of-period and end-
of-period amounts shown on the statement of cash flows. The ASU is effective for annual reporting periods
beginning after December 15, 2017 and interim periods within those annual periods. We are adopting this
guidance as of the effective date. The adoption of this guidance is not expected to have a material impact on
our consolidated financial statements.
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In May 2017, the FASB issued ASU 2017-09, Compensation – Stock Compensation (Topic 718):
Scope of Modification Accounting. This ASU clarifies when to account for a change to the terms or conditions
of a share-based payment award as a modification. Under the new guidance, modification accounting is
required only if the fair value, the vesting conditions, or the classification of the award (as equity or liability)
changes as a result of the change in terms or conditions. The ASU is effective for annual reporting periods
beginning after December 15, 2017 and interim periods within those annual periods. Early adoption is
permitted. We are adopting this guidance as of the effective date. The implementation of this standard is
not expected to have a significant impact on our consolidated financial statements.
2. Marketable Securities
At December 31, 2017, marketable securities consisted of the following (in thousands):
U.S. treasury debt securities .....................................
U.S. corporate debt securities...................................
Money market funds.................................................
Included in cash and cash equivalents......................
Included in marketable securities .............................
Amortized
Cost
Unrealized
Gains
Unrealized
Losses
Aggregate
Fair Value
$
$
$
$
3,083
13,350
49,452
65,885
49,452
16,433
$
$
$
$
— $
—
—
— $
— $
— $
(8) $
(61)
—
(69) $
— $
(69) $
3,075
13,289
49,452
65,816
49,452
16,364
At December 31, 2016, marketable securities consisted of the following (in thousands):
U.S. treasury debt securities .....................................
U.S. corporate debt securities...................................
Money market funds.................................................
Included in cash and cash equivalents......................
Included in marketable securities .............................
Amortized
Cost
Unrealized
Gains
Unrealized
Losses
Aggregate
Fair Value
$
$
$
$
3,503
$
— $
7,943
43,496
54,942
43,496
11,446
$
$
$
1
—
1
$
— $
$
1
(5) $
(7)
—
(12) $
— $
(12) $
3,498
7,937
43,496
54,931
43,496
11,435
The following table presents gross unrealized losses and fair values for those marketable securities
that were in an unrealized loss position as of December 31, 2017, aggregated by investment category and
the length of time that individual securities have been in a continuous loss position (in thousands):
As of December 31, 2017
Less than 12 months
12 months or greater
Fair Value
Unrealized
Loss
Fair Value
Unrealized
Loss
U.S. treasury debt securities ..................................... $
U.S. corporate debt securities...................................
Total.......................................................................... $
1,976
13,289
15,265
$
$
(7) $
(61)
(68) $
1,099
—
1,099
$
$
(1)
—
(1)
We do not believe any of the unrealized losses represented an other-than-temporary impairment
based on our evaluation of available evidence, which includes our intent as of December 31, 2017 to hold
these investments until the cost basis is recovered.
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3. Supplemental Consolidated Balance Sheet and Statement of Operations Information
Property and Equipment, net
Property and equipment, net as of December 31, 2017 and 2016 consisted of (in thousands):
Buildings ........................................................................................................... $
Computers, equipment and software.................................................................
Furniture and fixtures........................................................................................
Vehicles .............................................................................................................
Leasehold improvements ..................................................................................
Less: accumulated depreciation and amortization ............................................
$
As of December 31,
2017
2016
36,608
6,277
8,428
97
4,669
56,079
(15,635)
40,444
$
$
36,603
5,954
8,283
97
4,682
55,619
(13,029)
42,590
The following assets included in property and equipment, net were acquired under capital and
financing leases (see Note 5) (in thousands):
Buildings ........................................................................................................... $
Computers and equipment ................................................................................
Less: accumulated amortization........................................................................
$
As of December 31,
2017
2016
36,608
666
37,274
(5,891)
31,383
$
$
36,603
1,747
38,350
(5,134)
33,216
Accrued Expenses and Other Current Liabilities
Accrued expenses and other current liabilities as of December 31, 2017 and 2016 consisted of (in
thousands):
Accrued vacation............................................................................................... $
Accrued commissions .......................................................................................
Accrued bonuses ...............................................................................................
Estimated health insurance claims ....................................................................
ESPP employee contributions ...........................................................................
Accrued other liabilities ....................................................................................
$
As of December 31,
2017
2016
6,087
3,297
4,419
1,090
1,419
3,900
20,212
$
$
4,368
2,382
8,927
1,210
—
3,808
20,695
90
Other Income, net
Other income, net for the years ended December 31, 2017, 2016 and 2015 consisted of (in thousands):
Interest income .................................................................................... $
Recognition of IEDA government grant..............................................
Income from training reimbursement program ...................................
(Losses) gains on foreign currency transactions .................................
Other ....................................................................................................
$
4. Fair Value Measurements
For the year ended December 31,
2015
2016
2017
586
—
1,578
(372)
(9)
1,783
$
$
286
—
1,141
67
6
1,500
$
$
151
1,638
744
(293)
62
2,302
We determine the fair values of our financial instruments based on the fair value hierarchy, which
requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs
when measuring fair value. Fair value is defined as the price that would be received to sell an asset or paid
to transfer a liability in an orderly transaction between market participants at the measurement date. The fair
value assumes that the transaction to sell the asset or transfer the liability occurs in the principal or most
advantageous market for the asset or liability and establishes that the fair value of an asset or liability shall
be determined based on the assumptions that market participants would use in pricing the asset or liability.
The classification of a financial asset or liability within the hierarchy is based upon the lowest level input
that is significant to the fair value measurement. The fair value hierarchy prioritizes the inputs into three
levels that may be used to measure fair value:
Level 1 - Inputs are unadjusted quoted prices in active markets for identical assets or liabilities.
Level 2 - Inputs are quoted prices for similar assets and liabilities in active markets or inputs that
are observable for the asset or liability, either directly or indirectly through market
corroboration, for substantially the full term of the financial instrument.
Level 3 - Inputs are unobservable inputs based on our assumptions.
Financial Assets
Cash equivalents primarily consist of AAA-rated money market funds with overnight liquidity and
no stated maturities. We classified cash equivalents as Level 1 due to the short-term nature of these instruments
and measured the fair value based on quoted prices in active markets for identical assets.
When available, our marketable securities are valued using quoted prices for identical instruments
in active markets. If we are unable to value our marketable securities using quoted prices for identical
instruments in active markets, we value our investments using broker reports that utilize quoted market prices
for comparable instruments. We validate, on a sample basis, the derived prices provided by the brokers by
comparing their assessment of the fair values of our investments against the fair values of the portfolio
balances of another third-party professional pricing service. As of December 31, 2017 and 2016, all of our
marketable securities were valued using quoted prices for comparable instruments in active markets and are
classified as Level 2.
Based on our valuation of our money market funds and marketable securities, we concluded that
they are classified in either Level 1 or Level 2 and we have no financial assets measured using Level 3 inputs.
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The following table presents information about our assets that are measured at fair value on a recurring basis
using the above input categories (in thousands):
Description
Money market funds ........................................... $ 49,452
3,075
U.S. treasury debt securities ...............................
13,289
U.S. corporate debt securities .............................
$ 65,816
Total
Fair Value Measurements as
of December 31, 2017
Level 1
$ 49,452
3,075
—
— 13,289
$ 16,364
Level 2
$ — $ 43,496
3,498
7,937
$ 54,931
Fair Value Measurements as
of December 31, 2016
Level 1
$ 43,496
—
—
$ 43,496
Level 2
$ —
3,498
7,937
$ 11,435
$ 49,452
Total
Included in cash and cash equivalents ................ $ 49,452
Included in marketable securities ....................... $ 16,364
$ 43,496
$ 11,435
5. Commitments and Contingencies
Lease Commitments
We lease certain office and residential space under non-cancelable operating leases with various
lease terms through June 2043. Rent expense for the years ended December 31, 2017, 2016 and 2015 was
$4.7 million, $3.9 million and $3.7 million, respectively.
In January 2018, we signed a new lease for approximately 30,000 square feet that will replace our
existing offices in Denver and Boulder. The aggregate annual payments under the new lease will be
approximately $1.0 million and are subject to annual increases over the lease term, which expires in February
2029.
We lease computer equipment under capital lease agreements that expire through September 2018.
The total amount financed under these capital leases was $0.5 million during the year ended December 31,
2015. No new assets were financed under capital leases during the years ended December 31, 2017 and 2016.
Build to Suit
We entered into a lease agreement for land and an office building in Ames, Iowa, which was
constructed in two phases. As part of the lease agreement, the landlord was responsible for constructing the
building in accordance with our specifications and agreed to fund $11.8 million for the first phase and
$11.1 million for the second phase of construction. We were the developer of the project and responsible for
construction costs in excess of these amounts. As a result of this involvement, we were deemed the “owner”
for accounting purposes during the construction period and were required to capitalize the construction costs
associated with the office building. Upon completion of each phase of the project, we performed a sale-
leaseback analysis pursuant to ASC 840, Leases, to determine if the building could be removed from the
balance sheet. We determined there was continuing involvement, which precluded derecognition of the
building. The construction liability of $11.8 million was reclassified to a financing obligation, and $17.1
million of costs capitalized during construction was placed in service during June 2013 for the initial phase.
Upon completion of the second phase of the project, the construction liability of $11.1 million was reclassified
to a financing obligation, and $19.9 million of costs capitalized during construction was placed in service
during 2014.
Total cash payments due under the arrangement were allocated on a relative fair value basis between
rent related to the land lease and debt service payments related to the financing obligation. The portion of
the lease payments allocated to the land is expensed on a straight-line basis over the term of the lease from
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the point we took possession of the land and including renewal periods where renewal was deemed reasonably
assured at the inception of the lease. The lease contains purchase options to acquire the landlord’s interest
in the land lease and building at any time beginning three years from the commencement date of the lease.
In addition, the lease requires us upon certain events, such as a change in control, to purchase the building
from the landlord. The purchase options were deemed to be fair value at the inception of the lease.
As of December 31, 2017, future estimated minimum lease payments under non-cancelable
operating, capital and financing leases were as follows (in thousands):
Operating
Leases
Capital
Leases
Financing
Obligations
2018..............................................................................................
2019..............................................................................................
2020..............................................................................................
2021..............................................................................................
2022..............................................................................................
Thereafter.....................................................................................
Total minimum lease payments ...................................................
Less: Amount representing interest..............................................
Present value of capital lease and financing obligations .............
$
3,659
$
2,630
2,235
2,187
1,887
6,246
$
18,844
$
66
—
—
—
—
—
66
(2)
64
$
$
2,792
2,792
2,792
2,792
2,564
25,650
39,382
(19,853)
19,529
Government Grants
Since 2009, we have participated in a program with a local area community college, enlisted by the
state of Iowa, that provides reimbursement of training dollars spent on employees hired in Iowa. The
community college funds training through the sale of certificates for the amount of anticipated training
expenses to be incurred and an estimate of the costs to administer the program. At each payroll date, the
state allows us to divert a specified portion of employee state income tax withholdings for the qualified
employees to the community college. The community college uses the funds to pay for the program and
principal and interest on the certificates. In the event that the funds generated from withholding taxes are
insufficient to pay the principal and interest on the certificates, we would be liable for any shortfall. To date,
we have entered into five agreements under this program. In addition, we have been reimbursed for training
costs incurred for a total of 410 employees.
During the years ended December 31, 2017, 2016 and 2015, we were reimbursed $52,000, $83,000
and $0, respectively. We have concluded that the realization of these amounts is contingent on continuing
employment levels. Therefore, in accordance with ASC 450, the amounts received are recorded on the balance
sheet as a liability until all contingencies have been resolved. We release the liability to “Other income, net”
on our statement of operations once the amounts diverted and paid to the community college have reduced
the total principal and interest due on the certificates to a level below the amounts reimbursed to date. The
amount recognized in other income is measured as the excess of the reimbursements received as of each
balance sheet date over the total principal and interest due on the certificates, net of amounts diverted. To
the extent we have not diverted amounts sufficient to reduce the principal and interest on the certificates to
a level below the reimbursements received for each of the programs, there is no benefit recorded in the
statement of operations.
During the years ended December 31, 2017, 2016 and 2015, the total benefit recorded on the
statement of operations was $1.6 million, $1.0 million and $744,000, respectively. At December 31, 2017
and 2016, there was $261,000 and $1.8 million included in “Deferred government grant obligation” on the
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consolidated balance sheet, respectively. The deferred liability is classified as current or non-current based
on the estimated timing of when the amounts will be recorded as income. At December 31, 2017 and 2016,
there was $217,000 and $1.0 million classified as a current liability, respectively.
In February 2011, we received financing from the Iowa Economic Development Authority (IEDA)
that provided for a grant in the form of a forgivable loan totaling $2.3 million. In December 2015, after
completing the project close out procedures, IEDA determined that 10 of the 251 positions originally hired
under this grant did not meet minimum wage requirements resulting in a repayment of $88,000. The remaining
balance under the forgivable loan portion of this government grant of $2.2 million was recognized during
the fourth quarter of 2015, with $608,000 recorded as a reduction of our property and equipment and $1.6
million included in “Other income, net” on the consolidated statement of operations. At December 31, 2017
and 2016, there were no amounts outstanding related to the forgivable loan included in “Deferred government
grant obligation” on the consolidated balance sheet.
Other Purchase Commitments
In November 2017, we entered into an agreement with a third party provider of cloud infrastructure
services for a period of two years beginning December 1, 2017. The agreement provides that we are committed
to pay $4.1 million and $4.8 million during the years ended December 31, 2018 and 2019, respectively.
Litigation
From time to time we may become involved in legal proceedings or be subject to claims arising in
the ordinary course of our business. Although the results of litigation and claims cannot be predicted with
certainty, we currently believe that the final outcome of any currently pending legal proceedings to which
we are a party will not have a material adverse effect on our business, operating results, financial condition
or cash flows. Regardless of the outcome, litigation can have an adverse impact on us because of defense
and settlement costs, diversion of management resources and other factors.
6. Debt
Other Long-Term Debt
In August 2014, we entered into a $15.0 million credit facility with Silicon Valley Bank, which was
subsequently amended. The credit facility can be used to fund working capital and general business
requirements and matures in August 2018. The credit facility is secured by all of our assets, has first priority
over our other debt obligations, and requires us to maintain certain financial covenants, including the
maintenance of at least $5.0 million of cash on hand or unused borrowing capacity. The credit facility contains
certain restrictive covenants that limit our ability to transfer or dispose of assets, merge with other companies
or consummate certain changes of control, acquire other companies, pay dividends, incur additional
indebtedness and liens, experience changes in management and enter into new businesses. The credit facility
has a variable interest rate equal to the bank’s prime lending rate with interest payable monthly and the
principal balance due at maturity. The credit facility’s interest rate was 4.5% at December 31, 2017. We
recorded no interest expense for the years ended December 31, 2017, 2016 and 2015 related to such debt
agreement. No amounts were outstanding under the credit facility as of December 31, 2017 and 2016.
7. Stockholders’ Equity (Deficit)
We have two classes of authorized common stock: Class A common stock and Class B common
stock. The rights of the holders of our Class A common stock and our Class B common stock are identical,
except with respect to voting and conversion. Each share of our Class A common stock is entitled to one
vote per share and is not convertible into any other shares of our capital stock. Each share of our Class B
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common stock is entitled to ten votes per share and is convertible into one share of our Class A common
stock at any time. Our Class B common stock also will automatically convert into shares of our Class A
common stock upon certain transfers and other events.
8. Stock-Based Compensation
We grant stock-based incentive awards to attract, motivate and retain qualified employees, non-
employee directors and consultants, and to align their financial interests with those of our stockholders. We
utilize stock-based compensation in the form of restricted stock awards, restricted stock units, options to
purchase Class A common stock and ESPP purchase rights. Prior to our corporate conversion in December
2014, awards were provided under the 2009 Unit Incentive Plan (the 2009 Plan). Immediately prior to our
IPO, the 2009 Plan was amended to provide that no further awards will be issued thereunder, and our board
of directors and stockholders adopted and approved our 2014 Equity Incentive Plan (the 2014 Plan and,
together with the 2009 Plan, the Plans).
As of December 31, 2017, awards granted under the 2009 Plan consisted of stock options and awards
granted under the 2014 Plan consisted of stock options, restricted stock awards and restricted stock units.
There were no other grants of any other award types under the Plans.
In June 2016, stockholders approved an amendment to the 2014 Plan that increased the number of
shares available for grant by 3,900,000. As of December 31, 2017, 1,999,415 shares of Class A common
stock were available for grant under the 2014 Plan.
Our Employee Stock Purchase Plan (“ESPP”) became effective on June 13, 2017. Under the ESPP,
eligible employees are granted options to purchase shares of Class A common stock at the lower of 85% of
the fair market value of the stock at the time of grant or 85% of the fair market value at the time of exercise.
Options to purchase shares are granted twice yearly on or about July 15 and January 15 and are exercisable
on or about the succeeding January 14 and July 14, respectively, of each year. As of December 31, 2017,
5,000,000 shares of Class A common stock were available for issuance under the ESPP. No participant may
purchase more than $12,500 worth of Class A common stock in a six-month offering period. The ESPP’s
initial offering period began in July 2017. As of December 31, 2017, we held employee contributions of
approximately $1.4 million for future purchases under the ESPP included within accrued expenses and other
current liabilities on the consolidated balance sheet. Accordingly, no shares of Class A common stock had
been purchased or distributed pursuant to the ESPP as of December 31, 2017.
Stock-Based Compensation Expense
Stock-based compensation expense was recorded in the following cost and expense categories
consistent with the respective employee or service provider’s related cash compensation (in thousands):
Year ended December 31,
2016
2015
2017
Cost of revenue
Subscription and support........................................... $
Professional services .................................................
$
738
465
$
493
411
Operating expenses
Research and development........................................
Sales and marketing ..................................................
General and administrative .......................................
2,224
2,983
13,066
2,365
2,075
8,903
Total ........................................................................ $
19,476
$
14,247
$
363
349
1,924
1,727
6,637
11,000
95
The fair value of each option grant and ESPP purchase right is estimated on the date of grant using
the Black-Scholes option-pricing model. For stock options, expected volatility is based on the historical
volatility of our Class A common stock and historical volatilities for publicly traded stock of comparable
companies over the estimated expected life of the options. For the ESPP purchase rights, expected volatility
is based on the historical volatility of our Class A common stock. The expected term represents the period
of time the options and the ESPP purchase rights are expected to be outstanding. For stock options, the
expected term is based on the “simplified method” as defined by SEC Staff Accounting Bulletin No. 110
(Topic 14.D.2). We use the “simplified method” due to the lack of sufficient historical exercise data to provide
a reasonable basis upon which to otherwise estimate the expected life of the options. The expected term for
the ESPP purchase rights approximates the offering period. The risk-free interest rate is based on yields on
U.S. Treasury STRIPS (Separate Trading of Registered Interest and Principal of Securities) with a maturity
similar to the estimated expected term of the options and ESPP purchase rights.
The fair value of our stock options and ESPP purchase rights was estimated assuming no expected
dividends and the following weighted-average assumptions:
Stock Options
Expected term (in years)..............................................
Risk-free interest rate ..................................................
Expected volatility.......................................................
Year ended December 31,
2016
2017
0.2 - 6.1
6.0 - 6.1
2015
6.1
1.5% - 2.2%
1.2% - 2.1%
1.4% - 1.9%
23.7% - 43.8%
43.0% - 45.3%
42.4% - 47.1%
ESPP
Expected term (in years)..............................................
Risk-free interest rate ..................................................
Expected volatility.......................................................
0.5
1.2%
28.5%
—
—%
—%
—
—%
—%
Stock Options
The following table summarizes the option activity under the Plans for the year ended December 31,
2017:
Weighted-
Average
Exercise
Price
Weighted-
Average
Remaining
Contractual
Term (Years)
Options
Aggregate
Intrinsic Value
(in thousands)
Outstanding at December 31, 2016 ...
Granted ..............................................
Forfeited ............................................
Exercised ...........................................
7,532,455
2,111,253
(339,111)
(1,158,820)
Outstanding at December 31, 2017 ...
8,145,777
Exercisable at December 31, 2017 ....
4,607,812
$
$
$
96
12.22
16.10
14.93
10.77
13.33
11.49
7.2 $
19,988
7.0 $
65,913
5.7 $
45,653
Options to purchase Class A common stock generally vest over a three- or four-year period and are
generally granted for a term of ten years. The total intrinsic value of options exercised during the years ended
December 31, 2017, 2016 and 2015 was $9.8 million, $3.9 million and $8.4 million, respectively.
The weighted-average grant-date fair value of options granted during the years ended December 31,
2017, 2016 and 2015 was $6.79, $6.79 and $6.53, respectively. The total fair value of options vested during
the years ended December 31, 2017, 2016 and 2015 was approximately $10.2 million, $9.3 million and $8.7
million, respectively. Total unrecognized compensation expense of $19.7 million related to options will be
recognized over a weighted-average period of 2.5 years.
Restricted Stock Awards
We have granted restricted stock awards to our executive officers that vest in three equal annual
installments from the date of grant and to non-employee members of our Board of Directors with one-year
cliff vesting from the date of grant. The recipient of an award of restricted stock under the Plan may vote
and receive dividends on the shares of restricted stock covered by the award. The fair value for restricted
stock awards is calculated based on the stock price on the date of grant. The total fair value of restricted
stock awards vested during the years ended December 31, 2017, 2016, and 2015 was approximately $2.7
million, $3.3 million, and $750,000 respectively.
The following table summarizes the restricted stock award activity under the Plan for the year ended
December 31, 2017:
Number of Shares
Weighted-
Average
Grant Date Fair
Value
Unvested at December 31, 2016 ...........................................................
Granted..................................................................................................
Forfeited ................................................................................................
Vested....................................................................................................
353,335
$
—
—
(190,003)
Unvested at December 31, 2017 ...........................................................
163,332
$
13.40
—
—
13.40
13.40
Compensation expense associated with unvested restricted stock awards is recognized on a straight-
line basis over the vesting period. At December 31, 2017, there was approximately $0.2 million of total
unrecognized compensation expense related to restricted stock awards, which is expected to be recognized
over a weighted-average period of 0.1 years.
Restricted Stock Units
We have granted restricted stock units to our executive officers that vest in three equal annual
installments from the date of grant and to non-employee members of our Board of Directors with one-year
cliff vesting from the date of grant. The recipient of a restricted stock unit award under the Plan will have
no rights as a stockholder until share certificates are issued by us, but, at the discretion of our Compensation
Committee, has the right to receive a dividend equivalent payment in the form of additional restricted stock
units. Additionally, until the shares are issued, they have no voting rights and may not be bought or sold.
The fair value for restricted stock unit awards is calculated based on the stock price on the date of grant. The
total fair value of restricted stock units vested during the year ended December 31, 2017 was approximately
$3.6 million. No restricted stock units vested during the years ended December 31, 2016 or 2015.
97
The following table summarizes the restricted stock unit activity under the Plan for the year ended
December 31, 2017:
Number of Shares
Weighted-
Average
Grant Date Fair
Value
Unvested at December 31, 2016 ...........................................................
Granted..................................................................................................
Forfeited ................................................................................................
Vested(1) .................................................................................................
$
381,952
413,792
—
(221,672)
Unvested at December 31, 2017 ...........................................................
574,072
$
15.11
13.95
—
14.48
14.51
(1) As of December 31, 2017, recipients of 191,485 shares had elected to defer settlement of the vested restricted stock units in
accordance with our Nonqualified Deferred Compensation Plan.
Compensation expense associated with unvested restricted stock units is recognized on a straight-
line basis over the vesting period. At December 31, 2017, there was approximately $5.0 million of total
unrecognized compensation expense related to restricted stock units, which is expected to be recognized
over a weighted-average period of 1.6 years.
Employee Stock Purchase Plan
Compensation expense associated with ESPP purchase rights is recognized on a straight-line basis
over the vesting period. At December 31, 2017, there was approximately $27,000 of total unrecognized
compensation expense related to the ESPP, which is expected to be recognized over a weighted-average
period of 0.03 years.
9. Accumulated Other Comprehensive Income
The following table summarizes the activity of accumulated other comprehensive income during
the years ended December 31, 2017, 2016 and 2015 (in thousands):
Accumulated
translation
adjustment
Accumulated
unrealized holding
gains (losses) on
available-for-sale
securities
Accumulated other
comprehensive
income
Balance at December 31, 2014........
Other comprehensive income (loss)
Balance at December 31, 2015........
Other comprehensive income ..........
Balance at December 31, 2016........
Other comprehensive loss................
Balance at December 31, 2017........
$
$
— $
(39)
(39)
32
(7)
(60)
(67) $
147
94
241
50
291
(219)
72
147
133
280
18
298
(159)
139
$
$
98
10. Segments
Our chief operating decision maker reviews financial information presented on a consolidated basis
for purposes of allocating resources and evaluating financial performance. There are no segment managers
who are held accountable by the chief operating decision maker, or anyone else, for operations, operating
results and planning for levels or components below the consolidated unit level. Accordingly, we determined
we have one operating and reportable segment. During the years ended December 31, 2017, 2016 and 2015,
92.1%, 93.8% and 94.3% of our revenue, respectively, and substantially all of our long-lived assets were
attributable to operations in the United States.
11. Income Taxes
Loss before income tax provision (benefit) consisted of the following (in thousands):
For the year ended December 31,
2017
2016
2015
United States ................................................ $
Foreign .........................................................
Total ........................................................... $
(44,246) $
(119)
(44,365) $
(43,952) $
(1)
(43,953) $
(42,788)
(618)
(43,406)
The provision (benefit) for income taxes consisted of the following (in thousands):
Current
State ........................................................... $
Foreign.......................................................
Total Current ................................................ $
Deferred
Federal ....................................................... $
Total Deferred .............................................. $
Total ............................................................. $
For the year ended December 31,
2017
2016
2015
42
19
61
$
$
— $
— $
61
$
12
44
56
$
$
(32) $
(32) $
24
$
69
—
69
(76)
(76)
(7)
99
The items accounting for the difference between income taxes computed at the federal statutory
income tax rate and the provision for income taxes consisted of the following (in thousands):
Federal statutory rate....................................
Effect of:
Tax benefit at federal statutory rate ........... $
State taxes, net of federal benefit ..............
Revaluation of deferred tax items due to
tax rate change (federal and state) .............
Revaluation of deferred tax asset for
current year net operating loss due to tax
rate change.................................................
Permanent differences including section
162(m) limitations, stock compensation,
gain on foreign restructuring, and meals
& entertainment .........................................
Tax benefit of federal R&D credit.............
Recognition of excess tax benefits related
to share-based payments............................
Valuation allowance...................................
Other ..........................................................
Total income tax provision........................... $
For the year ended December 31,
2016
2015
2017
35.0%
35.0%
35.0%
(15,528)
(1,802)
$
(15,384)
(1,377)
$
(15,192)
(1,833)
22,880
4,134
5,141
(2,366)
(3,606)
(8,586)
(206)
61
$
—
—
1,292
(1,781)
—
17,013
261
24
$
—
—
636
(1,270)
—
17,697
(45)
(7)
The components of deferred tax assets and liabilities were as follows (in thousands):
Deferred tax assets:
Property and equipment ....................................................................... $
Accruals and reserves...........................................................................
Deferred rent ........................................................................................
Compensation and benefits ..................................................................
Deferred revenue ..................................................................................
Net operating loss and credits ..............................................................
Other.....................................................................................................
Total deferred tax assets.....................................................................
Valuation allowance .............................................................................
Total deferred tax assets.....................................................................
Deferred tax liabilities:
Property and equipment .......................................................................
Other deferred tax liabilities.................................................................
Deferred tax liabilities........................................................................
Total ........................................................................................................ $
As of December 31,
2017
2016
15
$
199
931
11,973
4,762
41,108
167
59,155
(58,639)
516
(440)
(76)
(516)
— $
12
1,104
1,565
16,048
3,255
45,625
180
67,789
(67,225)
564
(403)
(161)
(564)
—
100
On December 22, 2017, the U.S. federal government enacted legislation commonly referred to as
the “Tax Cuts and Jobs Act” (the “TCJA”). The TCJA makes widespread changes to the Internal Revenue
Code, including, among other items, a reduction in the federal corporate tax rate from 35% to 21%, effective
January 1, 2018. The carrying value of our deferred tax assets and liabilities is also determined by the enacted
U.S. corporate income tax rate. Consequently, any changes in the U.S. corporate income tax rate will impact
the carrying value of our deferred tax assets and liabilities. Under the new corporate income tax rate of 21%,
deferred income tax assets, net have decreased by $22.9 million and the valuation allowance has decreased
by $22.9 million. There was no net effect of the tax reform enactment on the financial statements as of
December 31, 2017.
We continue to evaluate the impacts of the TCJA and will consider additional guidance from the
U.S. Treasury Department, IRS or other standard-setting bodies. Further adjustments, if any, will be recorded
by us during the measurement period in 2018 as permitted by SEC Staff Accounting Bulletin 118, Income
Tax Accounting Implications of the Tax Cuts and Jobs Act.
Effective July 1, 2017, the Company completed a restructuring of its foreign operations. A newly
formed holding company was set up in the United Kingdom, Workiva Holdings Limited, which will be
treated as a controlled foreign corporation from a U.S. income tax perspective. The outstanding stock
ownership of the existing foreign subsidiaries were contributed to Workiva Holdings Limited, effective July
1, 2017, which triggered a taxable gain for the difference in fair market value compared to the tax basis in
the entities for U.S. income tax purposes. The estimated gain recorded is $13.9 million, which is included
as a permanent book-tax difference. The gain is expected to be fully offset by current year net operating
losses.
Management assesses the available positive and negative evidence to estimate whether sufficient
future taxable income will be generated to permit use of the existing deferred tax assets. A significant piece
of objective negative evidence evaluated was the cumulative loss incurred over the three-year period ended
December 31, 2017. Such objective evidence limits the ability to consider other subjective evidence, such
as our projections for future growth. On the basis of this evaluation, we recognized a full valuation allowance
against our net deferred tax asset at December 31, 2017, because we believe it is more likely than not that
these benefits will not be realized.
As of December 31, 2017, we have federal and state net operating loss carryforwards of
approximately $133.8 million and $101.2 million, respectively, available to reduce any future taxable income.
The federal net operating loss carryforwards will expire in varying amounts between years 2034 and 2037.
The state net operating loss carryforwards will expire in varying amounts between years 2021 and 2037.
Additionally, we have total net operating loss carryforwards from international operations of $480,000 that
will expire in varying amounts beginning in 2033. We also have approximately $6.0 million of federal
and $1.3 million of state tax credit carryforwards as of December 31, 2017. The federal credits will expire
in varying amounts between the years 2034 and 2037. The state credits expire beginning in 2021.
A reconciliation of the gross unrecognized tax benefits is as follows (in thousands):
For the year ended December 31,
2017
2016
Unrecognized tax benefits-beginning of period................................................ $
Additions for tax positions related to prior year ...............................................
Reductions for tax positions related to prior year .............................................
Foreign currency adjustments ...........................................................................
Additions for tax positions related to current year............................................
Unrecognized tax benefits-end of period .......................................................... $
168
—
—
23
—
191
$
$
—
168
—
—
—
168
101
We have analyzed our inventory of tax positions taken with respect to all applicable income tax
issues for all open tax years. The gross unrecognized tax benefits, if recognized, would not materially affect
the effective tax rate as of December 31, 2017, due to the availability of net operating losses.
We do not expect our gross unrecognized tax benefits to change significantly over the next 12 months.
Our policy is to classify interest and penalties associated with uncertain tax positions, if any, as a component
of our income tax provision. Interest and penalties were not significant during the years ended December 31,
2017, 2016 and 2015.
We are subject to taxation in the United States and various states and foreign jurisdictions. As of
December 31, 2017, tax years for 2014 through 2017 are subject to examination by the tax authorities. With
few exceptions, as of December 31, 2017, we are no longer subject to U.S. federal, state, local or foreign
examinations by tax authorities for years before 2014.
12. Net Loss Per Share
Basic net loss per share is computed by dividing the net loss by the weighted-average number of
shares of common stock outstanding during the period. Diluted net loss per share is computed by giving
effect to all potential shares of common stock, including our outstanding stock options, stock related to
unvested restricted stock awards, and common stock issuable pursuant to the ESPP to the extent dilutive.
The net loss per share is allocated based on the contractual participation rights of the Class A and
Class B common shares as if the loss for the year has been distributed. As the liquidation and dividend rights
are identical, the net loss is allocated on a proportionate basis.
We consider unvested restricted stock awards granted under the 2014 Equity Incentive Plan to be
participating securities because holders of such shares have non-forfeitable dividend rights in the event of
our declaration of a dividend for common shares. In future periods to the extent we are profitable, we will
subtract earnings allocated to these participating securities from net income to determine net income
attributable to common stockholders.
102
A reconciliation of the denominator used in the calculation of basic and diluted loss per share is as
follows (in thousands, except share and per share data):
December 31, 2017
December 31, 2016
December 31, 2015
Class A
Class B
Class A
Class B
Class A
Class B
Year ended
Numerator
Net loss ............................................. $
(33,016) $
(11,410) $
(31,644) $
(12,333) $
(30,075) $
(13,324)
Denominator
Weighted-average common shares
outstanding - basic and diluted .........
30,929,899
10,688,939
29,265,605
11,405,528
27,617,350
12,235,274
Basic and diluted net loss per share.. $
(1.07) $
(1.07) $
(1.08) $
(1.08) $
(1.09) $
(1.09)
The anti-dilutive securities excluded from the weighted-average shares used to calculate the diluted
net loss per common share were as follows:
Shares subject to outstanding common stock options .
Shares subject to unvested restricted stock awards .....
Shares issuable pursuant to the ESPP..........................
8,145,777
163,332
85,509
7,532,455
353,335
—
6,969,133
600,025
—
As of December 31,
2017
2016
2015
103
13. Unaudited Quarterly Results of Operations
The following tables set forth selected unaudited quarterly consolidated statement of operations data
for each of the quarters indicated as well as the percentage of total revenue for each line item shown. The
unaudited information should be read in conjunction with our financial statements and related notes included
elsewhere in this report. We believe that the following unaudited information reflects all normal recurring
adjustments necessary for a fair presentation of the information for the periods presented. The operating
results for any quarter are not necessarily indicative of results for any future period.
Dec 31,
2017
Sep 30,
2017
Jun 30,
2017
Mar 31,
2017
Dec 31,
2016
Sep 30,
2016
Jun 30,
2016
Mar 31,
2016
(in thousands)
Three months ended
Revenue
Subscription and support.. $
45,549
$
43,214
$
40,980
$
39,540
$
38,329
$
36,237
$
34,969
$
33,585
Professional services........
Total revenue.......................
Cost of revenue
Subscription and support..
Professional services........
Total cost of revenue...........
Gross profit .........................
Operating expenses
Research and
development.....................
Sales and marketing .........
General and
administrative (1)...............
Total operating expenses.....
8,957
54,506
8,779
7,310
16,089
38,417
18,870
21,949
12,271
53,090
8,854
52,068
8,472
7,180
15,652
36,416
17,527
23,712
8,959
50,198
8,411
49,391
7,758
6,528
14,286
35,105
16,239
19,787
8,943
44,969
12,364
51,904
7,637
6,581
14,218
37,686
15,536
18,713
9,421
43,670
8,045
46,374
7,244
5,964
13,208
33,166
14,533
18,196
7,845
40,574
8,473
44,710
6,694
6,040
12,734
31,976
14,342
22,354
8,015
44,711
8,042
43,011
7,039
5,538
12,577
30,434
14,047
19,828
7,882
41,757
10,966
44,551
6,918
6,188
13,106
31,445
14,516
20,088
8,953
43,557
Loss from operations...........
(14,673)
(13,782)
(9,864)
(5,984)
(7,408)
(12,735)
(11,323)
(12,112)
Interest expense...................
Other income, net................
Loss before (benefit)
provision for income taxes..
(Benefit) provision for
income taxes........................
(451)
797
(464)
198
(475)
176
(455)
612
(455)
348
(462)
298
(468)
278
(490)
576
(14,327)
(14,048)
(10,163)
(5,827)
(7,515)
(12,899)
(11,513)
(12,026)
(6)
25
33
9
1
(8)
12
19
Net loss................................ $
(14,321) $
(14,073) $
(10,196) $
(5,836) $
(7,516) $
(12,891) $
(11,525) $
(12,045)
Net loss per common share:
Basic and diluted.............. $
(0.34) $
(0.34) $
(0.25) $
(0.14) $
(0.18) $
(0.32) $
(0.28) $
(0.30)
Weighted-average
common shares
outstanding - basic and
diluted .............................. 42,108,764
41,815,139
41,429,691
41,108,611
40,872,772
40,762,960
40,593,908
40,451,668
(1) During the fourth quarter of 2017, we recorded an additional $1.9 million to general and administrative
expense due to certain severance arrangements.
104
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our principal executive officer and principal
financial officer, our management conducted an evaluation of the effectiveness of the design and operation
of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange
Act, as of the end of the period covered by this report. Our disclosure controls and procedures are intended
to provide assurance at a reasonable level that the information we are required to disclose in reports that we
file or submit under the Exchange Act is recorded, processed, summarized and reported within the time
periods specified in SEC rules and forms, and that such information is accumulated and communicated to
our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow
timely decisions regarding required disclosures.
In designing and evaluating our disclosure controls and procedures, management recognizes that
any disclosure controls and procedures, no matter how well designed and operated, can provide only
reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls
and procedures must reflect the fact that there are resource constraints and that management is required to
apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.
Based on management’s evaluation, our principal executive officer and principal financial officer
concluded that our disclosure controls and procedures are designed to, and are effective to, provide assurance
at a reasonable level that the information we are required to disclose in reports that we file or submit under
the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC
rules and forms, and that such information is accumulated and communicated to our management, including
our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding
required disclosures.
Management’s Annual Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over
financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Management conducted an
assessment of the effectiveness of our internal control over financial reporting based on the criteria set forth
in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission (2013 framework). Because of its inherent limitations, internal control over financial
reporting is not intended to provide absolute assurance that a misstatement of our financial statements would
be prevented or detected. Based on that assessment, management has concluded that its internal control over
financial reporting was effective as of December 31, 2017 to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements in accordance with GAAP. Our
independent registered public accounting firm, Ernst & Young LLP, has issued an audit report with respect
to our internal control over financial reporting, which appears in Part II, Item 8 of this Annual Report on
Form 10-K, and is incorporated herein by reference.
105
Changes in Internal Control Over Financial Reporting
In October 2017, we implemented a new financial accounting module to our accounting system to
support revenue recognition in accordance with ASC 606. In addition, we have made enhancements and
modifications to existing internal controls and procedures to ensure compliance with the new guidance.
These changes to our control environment were substantially completed in the fourth quarter of 2017.
Other than the items noted above, there was no change in our internal control over financial reporting
identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act
that occurred during the three months ended December 31, 2017 that has materially affected, or is reasonably
likely to materially affect, our internal control over financial reporting.
Limitations on Effectiveness of Controls and Procedures and Internal Control over Financial
Reporting
In designing and evaluating the disclosure controls and procedures and internal control over financial
reporting, management recognizes that any controls and procedures, no matter how well designed and
operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the
design of disclosure controls and procedures and internal control over financial reporting must reflect the
fact that there are resource constraints and that management is required to apply judgment in evaluating the
benefits of possible controls and procedures relative to their costs.
Item 9B. Other Information
Employment Agreements
On February 19, 2018, we entered into executive employment agreements with Scott Ryan, Executive
Vice President, Global Sales, and Mithun Banarjee, Executive Vice President, Global Operations. These
agreements provide for at-will employment and include an initial base salary, an indication of eligibility for
an annual cash incentive award opportunity, and equity awards at the discretion of our board of directors.
These agreements also contain restrictions on non-competition and non-solicitation for the six-month period
following termination. In addition, each of Messrs. Ryan and Banarjee has executed our standard confidential
information and invention assignment agreement.
The employment agreements with Messrs. Ryan and Banarjee provide that certain payments and
benefits would be due upon a termination of employment or a change in control.
If the employment of either Mr. Ryan or Mr. Banarjee is terminated by us for “cause” or by him
without “good reason,” we will pay him (i) accrued but unpaid salary and benefits and (ii) any earned but
unpaid bonus from the prior year.
If the employment of either Mr. Ryan or Mr. Banarjee is terminated due to his death or disability
we will pay to him (i) accrued but unpaid salary and benefits, (ii) any earned but unpaid bonus from the prior
year, (iii) a pro-rated bonus for the current year and (iv) a lump-sum payment equal to his annual base salary
plus his target bonus for the current year.
If the employment of either Mr. Ryan or Mr. Banarjee is terminated by us without cause or by him
for good reason, we will pay to him (i) accrued but unpaid salary and benefits, (ii) any earned but unpaid
bonus from the prior year, (iii) a pro-rated bonus for the current year and (iv) a severance payment equal to
two times his annual base salary plus his target bonus for the current year. In addition, the vesting of his
outstanding equity awards will be accelerated, and he will be released from his non-competition and non-
solicitation restrictions.
If the employment of either Mr. Ryan or Mr. Banarjee is terminated by us without cause or by him
for good reason in the three months prior to or twelve months following a change in control, we will pay to
106
him (i) accrued but unpaid salary and benefits, (ii) any earned but unpaid bonus from the prior year, (iii) his
target bonus for the year in which the termination occurs (or if greater, the year in which the change in control
occurs) and (iv) a severance payment equal to three times his annual base salary plus target bonus. In addition,
the vesting of his outstanding equity awards will be accelerated, and he will be released from his non-
competition and non-solicitation restrictions.
Short-Term Incentive Plan
On February 16, 2018, the Compensation Committee of our Board of Directors approved the 2018
Short-Term Incentive Plan applicable to our executive officers for the fiscal year ending December 31, 2018.
The Plan provides executive officers with the opportunity to earn cash bonuses based upon the achievement
of pre-established performance metrics determined by the Committee, which may include one or more of
revenue growth, operating cash flow, or operating loss excluding stock compensation. The Committee sets
the target award for each participating executive as a percentage of base salary. Following the end of fiscal
2018, the Committee will review our attainment of the metrics and determine actual payouts, subject to
upward or downward adjustment in its discretion.
107
Item 10. Directors, Executive Officers and Corporate Governance
a)
Directors of the Company.
Part III.
This information is included in our definitive proxy statement for the 2018 Annual Meeting of Stockholders
under the heading “Election of Directors” and is incorporated herein by reference.
b)
Executive Officers of the Company.
Matthew M. Rizai, Ph.D. 61, has served as our Chairman and Chief Executive Officer since December
2014 and served as the Chief Executive Officer and a Managing Director of Workiva LLC from 2009 to
December 2014. He has over 20 years of experience as a Mechanical Engineer and nearly 15 years of
experience leading technology companies. Prior to founding Workiva, Mr. Rizai was the Chairman and Chief
Executive Officer of Engineering Animation, Inc. (NASDAQ: EAII) (EAI) from 1990 to 2000, when it was
acquired by Unigraphics Solutions (now part of Siemens USA). Prior to EAI, Mr. Rizai was a senior research
engineer at General Motors Research Laboratories, an analyst at Arch Development Corporation, and a
development engineer at Ford Motor Company. He also co-founded Computer Aided Design Software, Inc.
From 2003 to 2013, Mr. Rizai was a board member of Stafford Development Company, a real estate,
hospitality, restaurant and health care services company based in Tifton, GA. Mr. Rizai earned a B.S., M.S.
and Ph.D. in Mechanical Engineering from Michigan State University and an M.B.A. from the University
of Chicago Booth School of Business.
Martin J. Vanderploeg, Ph.D., 61, has served as our President and Chief Operating Officer since December
2014 and served as the Chief Operating Officer and a Managing Director of Workiva LLC from 2008 to
December 2014. He has over 20 years of experience in mechanical engineering and advising early stage
technology companies. Prior to founding Workiva in 2008, Mr. Vanderploeg was a founder of EAI and served
as EAI’s Executive Vice President from 1993 until EAI was acquired by Unigraphics Solutions in 2000. Mr.
Vanderploeg served as Chief Technology Officer of EAI from 1989 to 1999. Following the acquisition of
EAI, Mr. Vanderploeg continued to be an advisor to various technology start-up companies. Prior to EAI,
Mr. Vanderploeg was a tenured professor of mechanical engineering at Iowa State University from 1985 to
1993 and was the founder and director of the Iowa State University Visualization Laboratory. Mr. Vanderploeg
earned a B.S., M.S. and Ph.D. in mechanical engineering from Michigan State University.
Jeffrey D. Trom, Ph.D., 57, has served as Executive Vice President and Chief Technology Officer since
December 2014 and served as a Managing Director and Chief Technology Officer of Workiva LLC from
2008 to December 2014. He has over 20 years of experience working with information technology and
development. Prior to founding Workiva, Mr. Trom was a founder of EAI and served as EAI’s Vice President
from 1990 and as Chief Technology Officer in charge of software architecture, development and deployment
from 1999 until EAI was acquired by Unigraphics Solutions in 2000. Thereafter, Mr. Trom served as a
technical consultant for various technology companies, including Electronic Data Systems from 2000 to
2002. He is president of the board of Middle Creek Montessori, a non-profit school in Bozeman, Montana.
Mr. Trom earned a B.S. and M.S. in Mechanical Engineering from University of Iowa and a Ph.D. in
Mechanical Engineering from Iowa State University.
Joseph H. Howell, 65, has served as our Executive Vice President for Strategic Initiatives since December
2014 and served as a Managing Director of Workiva LLC from 2008 to December 2014. He has over 25
years of experience in senior financial management and SEC reporting experience, including with early stage
companies. Prior to founding Workiva in 2008, Mr. Howell was the Managing Director of Financial
Intelligence, LLC from 2007 until 2008. From 2002 to 2004, Mr. Howell served as Chief Financial Officer
of Eid Passport, and, from 2000 to 2002, he was the Chief Financial Officer of Webridge, Inc., which was
acquired by Click Commerce. He was also the Chief Financial Officer from 1998 to 2000 of EMusic.com
108
(NASDAQ: EMUS), which was acquired by Universal Music Group. In addition, Mr. Howell served as the
Chief Financial Officer of Merix Corporation (NASDAQ: MERX) from 1995 to 1998, Acting Chief Financial
Officer for Borland Software (NASDAQ: BORL) from 1994 to 1995, and the Chief Accounting Officer for
Borland Software from 1988 to 1995. Mr. Howell is a certified public accountant (inactive), and he earned
a B.A. from the University of Michigan and an M.S. in Accounting from Eastern Michigan University.
J. Stuart Miller, 57, has served as our Executive Vice President and Chief Financial Officer since December
2014. He also served as our Treasurer from December 2014 to June 2017 and served as Chief Financial
Officer of Workiva LLC from April 2014 to December 2014. He has over 25 years of experience advising
on mergers and acquisitions and capital raising for various companies. Prior to joining Workiva in April
2014, Mr. Miller was a Managing Director of Colonnade Advisors, a mergers and acquisitions advisory firm
that he founded in 1999. Previously, he was a Managing Director in the Investment Banking Department of
J.P. Morgan. Mr. Miller joined J.P. Morgan from Credit Suisse First Boston, where he had worked in the
Investment Banking Department. He earned a B.A. from Washington & Lee University and an M.B.A. from
Harvard Business School.
Troy M. Calkins, 51, Mr. Calkins has served as our Executive Vice President, Chief Legal and Administrative
Officer and Corporate Secretary since November 2017, after previously serving as our Executive Vice
President, General Counsel and Secretary since December 2014. He also served as General Counsel of
Workiva LLC from February 2014 to December 2014. Prior to joining Workiva, he was a partner at Drinker
Biddle & Reath LLP, where he spent 19 years in the firm’s Corporate and Securities Practice Group. His
practice focused on counseling both private and public companies on legal strategy, corporate compliance
and governance, and private and public securities offerings. He earned a B.A. from Michigan State University
and a J.D. from the University of Michigan Law School.
Scott Ryan, 46, Mr. Ryan has served as our Executive Vice President of Global Sales since March 2017.
Previously, he served as our Vice President of Global Sales from August 2016 to March 2017. Prior to
Workiva, Mr. Ryan was employed by IBM in various sales leadership positions from April 2005 to August
2016, most recently as the Vice President of North America Cyber Security Sales. Prior to IBM, he held
software sales and leadership positions at various levels at Interwoven and SAS Institute. Mr. Ryan also
served as a U.S. Army officer. He earned a B.S. in System Engineering from the U.S. Military Academy at
West Point and an M.B.A. from the Darden School of Business at the University of Virginia.
Mitz Banarjee, 39, Mr. Banarjee has served as our Executive Vice President of Global Operations since
September 2017. Previously, Mr. Banarjee served as our Executive Vice President of Global Client Services
from March to August 2017, Vice President of Global Client Services from March 2015 to March 2017 and
Director of Customer First Culture from December 2014 to February 2015. He also served Workiva LLC as
Director of Customer First Culture from March 2012 to December 2014 and Director of Customer Operations
from March 2010 to February 2012. Prior to Workiva, Mr. Banarjee was Director of Client Services at Yodle
(acquired by Web.com in 2016). Previously, he managed customer relationship teams at AT&T and AOL.
He earned a B.A. in Information Systems from the University of Lincoln in England, UK.
c)
Section 16(a) Beneficial Ownership Reporting Compliance.
This information is included in our definitive proxy statement for the 2018 Annual Meeting of Stockholders
under the heading “Section 16(a) Beneficial Ownership Reporting Compliance” and is incorporated herein
by reference.
d)
Code of Ethics.
This information is included in our definitive proxy statement for the 2018 Annual Meeting of Stockholders
under the heading “Corporate Governance” and is incorporated herein by reference.
109
e)
Information regarding our Audit Committee and Nominating and Governance Committee is set forth
in our definitive proxy statement for the 2018 Annual Meeting of Stockholders under the heading “Corporate
Governance” and is incorporated herein by reference.
Item 11. Executive Compensation
This information is included in our definitive proxy statement for the 2018 Annual Meeting of
Stockholders under the headings “Executive Compensation” and “Director Compensation” and is
incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
This information is included in our definitive proxy statement for the 2018 Annual Meeting of
Stockholders under the headings “Ownership of Common Stock” and “Equity Compensation Plan
Information” and is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions and Director Independence
This information is included in our definitive proxy statement for the 2018 Annual Meeting of
Stockholders under the headings “Certain Relationships and Related-Party and Other Transactions” and
“Corporate Governance” and is incorporated herein by reference.
Item 14. Principal Accounting Fees and Services
This information is included in our definitive proxy statement for the 2018 Annual Meeting of
Stockholders under the heading “Ratification of the Appointment of Independent Registered Public
Accounting Firm” and is incorporated herein by reference.
110
Item 15. Exhibits and Financial Statement Schedules
The following documents are filed as part of this Form 10-K:
Part IV.
1. All financial statements. See Index to Consolidated Financial Statements in Item 8 of this Annual
Report on Form 10-K.
2. Financial Statement Schedules. Financial statement schedules are omitted as they are either not
required or the information is otherwise included in the consolidated financial statements.
3. Exhibits:
Exhibit
Number
3.1
3.2
4.1
4.2
4.3
10.1*
10.2*
10.3*
10.4*
10.5*
10.6*
10.7*
10.8
10.9
10.10
10.12
Description
Certificate of Incorporation of Workiva Inc., incorporated by reference from Exhibit 3.1 to the
Company’s Current Report on Form 8-K filed on December 16, 2014.
Bylaws of Workiva Inc., incorporated by reference from Exhibit 3.2 to the Company’s Current
Report on Form 8-K filed on December 16, 2014.
Form of the Company’s Class A common stock certificate, incorporated by reference from Exhibit
4.1 to the Company’s Registration Statement on Form S-1 filed on November 17, 2014.
Form of senior indenture, incorporated by reference from Exhibit 4.6 to the Company’s Registration
Statement on Form S-3 filed on August 3, 2017.
Form of subordinated indenture, incorporated by reference from Exhibit 4.7 to the Company’s
Registration Statement on Form S-3 filed on August 3, 2017.
Amended and Restated Workiva Inc. 2009 Unit Incentive Plan, incorporated by reference from
Exhibit 10.1 to the Company’s Annual Report on Form 10-K for the year ended December 31,
2016.
Workiva Inc. 2014 Equity Incentive Plan, incorporated by reference from Exhibit 4.5 to the
Company’s Registration Statement on Form S-8 filed on December 16, 2014.
Form of Nonqualified Stock Option Grant for Executive Officers under 2014 Equity Incentive Plan,
incorporated by reference from Exhibit 10.3 to the Company’s Annual Report on Form 10-K for
the year ended December 31, 2016.
Form of Restricted Stock Grant for Executive Officers under 2014 Equity Incentive Plan,
incorporated by reference from Exhibit 10.4 to the Company’s Annual Report on Form 10-K for
the year ended December 31, 2016.
Form of Restricted Stock Grant for Non-Employee Directors under 2014 Equity Incentive Plan,
incorporated by reference from Exhibit 10.5 to the Company’s Registration Statement on Form
S-1 filed on October 17, 2014.
Form of Employment Agreement
Form of Indemnification Agreement, incorporated by reference from Exhibit 10.7 to the Company’s
Registration Statement on Form S-1 filed on November 17, 2014.
Sublease Agreement, dated December 19, 2011, as amended October 2, 2013, between the Company
and 2900 University, LLC, incorporated by reference from Exhibit 10.8 to the Company’s
Registration Statement on Form S-1 filed on October 17, 2014.
Loan and Security Agreement, dated August 22, 2014, as amended effective as of September 30,
2014 and November 25, 2014, by and among the Company, Workiva International LLC and Silicon
Valley Bank, incorporated by reference from Exhibit 10.9 to the Company’s Registration Statement
on Form S-1 filed on December 1, 2014.
Google Cloud Platform License Agreement, dated July 24, 2014, between the Company and Google
Inc., incorporated by reference from Exhibit 10.10 to the Company’s Registration Statement on
Form S-1 filed on October 17, 2014.
Third Amendment to Loan and Security Agreement dated February 26, 2015 by and among Workiva
Inc., Workiva International LLC and Silicon Valley Bank, incorporated by reference from Exhibit
10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015.
111
10.13*
10.14*
10.15
10.16*
10.17*
10.18
12.1
21.1
23.1
24.1
31.1
31.2
32.1#
32.2#
101.INS
101.SCH
101.CAL
101.DEF
101.LAB
101.PRE
Workiva Inc. Nonqualified Deferred Compensation Plan effective as of January 14, 2016,
incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed
on January 15, 2016.
Form of Workiva Inc. Restricted Stock Unit Agreement for service-vesting restricted stock units
under the Workiva Inc. 2014 Equity Incentive Plan, incorporated by reference from Exhibit 10.14
to the Company’s Annual Report on Form 10-K for the year ended December 31, 2016.
Consent and Fourth Amendment to Loan and Security Agreement, dated April 5, 2016, by and
between Silicon Valley Bank, Workiva Inc. and Workiva International LLC, incorporated by
reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 11, 2016.
Form of Workiva Inc. Restricted Stock Unit Agreement for service-vesting restricted stock units
issuable to non-employee directors under the Workiva Inc. 2014 Equity Incentive Plan, incorporated
by reference from Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on May 4,
2016.
Workiva Inc. Amended and Restated 2014 Equity Incentive Plan, incorporated by reference from
Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 17, 2016.
Consent and Fifth Amendment to Loan and Security Agreement dated June 30, 2017 by and among
Workiva Inc., Workiva International LLC and Silicon Valley Bank, incorporated by reference from
Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on August 3, 2017.
Computation of ratio of earnings to fixed charges.
List of Subsidiaries of the Company.
Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
Power of attorney (incorporated by reference to the signature page of this Annual Report on Form
10-K).
Certification of the Chief Executive Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Certification of the Chief Financial Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Certification of the Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.
Certification of the Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.
XBRL Instance Document - the instance document does not appear in the Interactive Data File
because its XBRL tags are embedded within the Inline XBRL document.
XBRL Taxonomy Extension Schema Document.
XBRL Taxonomy Extension Calculation Linkbase Document.
XBRL Taxonomy Extension Definition Linkbase Document.
XBRL Taxonomy Extension Label Linkbase Document.
XBRL Taxonomy Extension Presentation Linkbase Document.
* Indicates a management contract or compensatory plan.
# As contemplated by SEC Release No. 33-8212, these exhibits are furnished with this Annual Report on Form 10-K
and are not deemed filed with the Securities and Exchange Commission and are not incorporated by reference in any
filing of Workiva Inc. under the Securities Act of 1933 or the Exchange Act of 1934, whether made before or after the
date hereof and irrespective of any general incorporation language in such filings.
112
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized
on this 22nd day of February, 2018.
WORKIVA INC.
/s/ Matthew M. Rizai, Ph.D.
By:
Name: Matthew M. Rizai, Ph.D.
Title:
Chairman and Chief Executive
Officer
POWER OF ATTORNEY
The undersigned officers and directors of Workiva Inc. hereby severally constitute Matthew M. Rizai
our true and lawful attorney, with full power to him, to sign for us in our names in the capacities indicated
below the Annual Report on Form 10-K filed herewith and any and all amendments thereto, and generally
do all such things in our name and on our behalf in our capacities as officers and directors to enable Workiva
Inc. to comply with the provisions of the Securities and Exchange Commission, hereby ratifying and
confirming our signatures as they may be signed by our said attorneys, or any one of them on the Annual
Report on Form 10-K and any and all amendments thereto.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed
below by the following persons on behalf of the Registrant and in the capacities indicated and on the dates
indicated.
Signature
Title
Date
/s/ Matthew M. Rizai, Ph.D.
Matthew M. Rizai, Ph.D.
Chairman of the board and Chief Executive Officer and
Director
(Principal Executive Officer)
February 22, 2018
/s/ J. Stuart Miller
J. Stuart Miller
/s/ Jill Klindt
Jill Klindt
/s/ Eugene S. Katz
Eugene S. Katz
/s/ Michael M. Crow, Ph.D.
Michael M. Crow, Ph.D.
/s/ Robert H. Herz
Robert H. Herz
/s/ David S. Mulcahy
David S. Mulcahy
/s/ Suku Radia
Suku Radia
/s/ Martin J. Vanderploeg, Ph.D.
Martin J. Vanderploeg, Ph.D.
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
February 22, 2018
Senior Vice President, Treasurer and Chief Accounting Officer
(Principal Accounting Officer)
February 22, 2018
February 22, 2018
February 22, 2018
February 22, 2018
February 22, 2018
February 22, 2018
February 22, 2018
Director
Director
Director
Director
Director
Director
S-1
CERTIFICATION UNDER SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002
I, Matthew M. Rizai, Ph.D., certify that:
1.
I have reviewed this Annual Report on Form 10-K of Workiva Inc.;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state
2.
a material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report,
3.
fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;
4.
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
a.
Designed such disclosure controls and procedures, or caused such disclosure controls and
procedures to be designed under our supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;
Designed such internal control over financial reporting, or caused such internal control over
b.
financial reporting to be designed under our supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles;
c.
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in
this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and
d.
Disclosed in this report any change in the registrant's internal control over financial reporting that
occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of
an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's
internal control over financial reporting; and
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal
5.
control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):
All significant deficiencies and material weaknesses in the design or operation of internal control
a.
over financial reporting which are reasonably likely to adversely affect the registrant's ability to record,
process, summarize and report financial information; and
b.
significant role in the registrant's internal control over financial reporting.
Any fraud, whether or not material, that involves management or other employees who have a
Date: February 22, 2018
/s/ Matthew M. Rizai, Ph.D.
Matthew M. Rizai, Ph.D.
Chairman and Chief Executive Officer
(Principal Executive Officer)
CERTIFICATION UNDER SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002
I, J. Stuart Miller, certify that:
1.
I have reviewed this Annual Report on Form 10-K of Workiva Inc.;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state
2.
a material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report,
3.
fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;
4.
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
a.
Designed such disclosure controls and procedures, or caused such disclosure controls and
procedures to be designed under our supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;
Designed such internal control over financial reporting, or caused such internal control over
b.
financial reporting to be designed under our supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles;
c.
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in
this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and
d.
Disclosed in this report any change in the registrant's internal control over financial reporting that
occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of
an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's
internal control over financial reporting; and
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal
5.
control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):
All significant deficiencies and material weaknesses in the design or operation of internal control
a.
over financial reporting which are reasonably likely to adversely affect the registrant's ability to record,
process, summarize and report financial information; and
b.
significant role in the registrant's internal control over financial reporting.
Any fraud, whether or not material, that involves management or other employees who have a
Date: February 22, 2018
/s/ J. Stuart Miller
J. Stuart Miller
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
CERTIFICATION UNDER SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002
I, Matthew M. Rizai, Chairman and Chief Executive Officer of Workiva Inc. (the “Company”), do hereby certify,
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the
best of my knowledge:
1.
the Annual Report on Form 10-K of the Company for the period ended December 31, 2017 (the “Report”)
fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as
amended; and
2.
the information contained in the Report fairly presents, in all material respects, the financial condition and
results of operations of the Company for the periods presented therein.
Date: February 22, 2018
/s/ Matthew M. Rizai, Ph.D.
Matthew M. Rizai, Ph.D.
Chairman and Chief Executive Officer
(Principal Executive Officer)
CERTIFICATION UNDER SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002
I, J. Stuart Miller, Chief Financial Officer of Workiva Inc. (the “Company”), do hereby certify, pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:
1.
the Annual Report on Form 10-K of the Company for the period ended December 31, 2017 (the “Report”)
fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as
amended; and
2.
the information contained in the Report fairly presents, in all material respects, the financial condition and
results of operations of the Company for the periods presented therein.
Date: February 22, 2018
/s/ J. Stuart Miller
J. Stuart Miller
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
Matthew M. Rizai Chairman and Chief Executive Officer, Workiva Inc. Martin J. Vanderploeg President and Chief Operating Officer, Workiva Inc. Michael M. Crow President, Arizona State University Robert H. Herz President, Robert H. Herz LLC Eugene S. Katz Retired Partner, PricewaterhouseCoopers David S. Mulcahy Chairman, Monarch Materials Group, Inc. and MABSCO Capital, Inc. Suku Radia Retired Chief Executive Officer, Bankers Trust Company Matthew M. Rizai Chairman and Chief Executive Officer Martin J. Vanderploeg President and Chief Operating Officer Mitz Banarjee Executive Vice President of Global Operations Troy M. Calkins Executive Vice President, Chief Legal and Administrative Officer and Corporate Secretary J. Stuart Miller Executive Vice President and Chief Financial Officer Scott G. Ryan Executive Vice President of Global Sales Jeffrey D. Trom Executive Vice President and Chief Technology Officer Transfer Agent Computershare By Regular Mail By Overnight Delivery P. O. Box 505000 462 South 4th Street, Suite 1600 Louisville, KY 40233 Louisville, KY 40202 computershare.com/investor Stock Listing Our class A common stock is listed on the New York Stock Exchange under the symbol WK.Board of DirectorsExecutive ManagementNote on Forward-Looking StatementsThis annual report contains forward-looking statements within the meaning of the federal securities laws. Actual results could differ materially from these forward-looking statements. For a discussion of certain important risk factors that relate to these forward-looking statements, please refer to the Risk Factors included in our Form 10-K. Copyright InformationCopyright ©2018, Workiva Inc. All rights reserved. Workiva, Wdesk and workiva.com are registered trademarks of Workiva Inc.Workiva owns other registered and unregistered trademarks. Other names used herein may be trademarks of their respective owners.2900 University BoulevardAmes, IA 50010888-275-3125workiva.com/workiva@workiva